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HTC Interim / Quarterly Report 2017

Nov 9, 2017

52128_rns_2017-11-09_19ac3b85-3b1c-48b1-8db7-a398bc37cf3e.pdf

Interim / Quarterly Report

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HTC Corporation and Subsidiaries

Consolidated Financial Statements for the Nine Months Ended September 30, 2017 and 2016 and Independent Auditors’ Review Report

INDEPENDENT AUDITORS’ REVIEW REPORT

The Board of Directors and Shareholders HTC Corporation

We have reviewed the accompanying consolidated balance sheets of HTC Corporation and its subsidiaries (collectively, the “Company”) as of September 30, 2017 and 2016, and the related consolidated statements of comprehensive income for the three months ended September 30, 2017 and 2016, nine months ended September 30, 2017 and 2016, and changes in equity and cash flows for the nine months ended September 30, 2017 and 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to issue a report on these consolidated financial statements based on our reviews.

We conducted our reviews in accordance with Statement of Auditing Standards No. 36 - “Engagements to Review of Financial Statements” issued by the Auditing Standards Committee of the Accounting Research and Development Foundation of the Republic of China. A review consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the Republic of China, the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to in the first paragraph for them to be in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Deloitte & Touche Taipei, Taiwan Republic of China

October 30, 2017

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally applied in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ review report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent accountants’ review report and consolidated financial statements shall prevail. Also, as stated in Note 4 to the consolidated financial statements, the additional footnote disclosures that are not required under accounting principles and practices generally applied in the Republic of China were not translated into English.

  • 1 -

HTC CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)

Financial assets at fair value through profit or loss - current (Notes 7 and 32)
Available-for-sale financial assets - current (Note 32)
Debt investments with no active market - current (Note 32)
Trade receivables, net (Notes 11 and 33)
Other receivables (Note 11)
Current tax assets
Inventories (Note 12)
Prepayments (Note 13)
Non-current assets held for sale (Note 14)
Other current financial assets (Notes 10 and 34)
Other current assets

Total current assets

NON-CURRENT ASSETS
Available-for-sale financial assets - non-current (Note 32)
Financial assets measured at cost - non-current (Notes 9 and 32)
Debt investments with no active market (Note 32)
Investments accounted for using equity method (Note 16)
Property, plant and equipment (Note 17)
Investment properties, net (Note 18)
Intangible assets (Note 19)
Deferred tax assets
Refundable deposits (Note 32)
Long-term receivables (Note 11)
Net defined benefit asset - non-current
Other non-current assets (Note 13)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 20)

Financial liabilities at fair value through profit or loss - current (Notes 7 and 32)
Note and trade payables (Notes 21 and 33)
Other payables (Note 22)
Current tax liabilities
Provisions - current (Note 23)
Other current liabilities (Notes 14 and 22)

Total current liabilities

NON-CURRENT LIABILITIES
Deferred tax liabilities
Guarantee deposits received (Note 32)
Other non-current liabilities (Note 22)

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24)
Share capital - ordinary shares
Capital surplus
Retained earnings
Legal reserve
Unappropriated earnings
Other equity

Total equity attributes to owners of the company
NON-CONTROLLING INTERESTS

Total equity

TOTAL
September 30, 2017
(Reviewed)
Amount
%
$ 14,946,264 18
95,099
-
369,547
1
-
-
9,899,358 12
276,699
-
169,004
-
15,886,685 19
1,822,999
2
1,640,881
2
8,025,496 10

15,561

-


53,147,593
64

95
-
3,338,151
4
-
-
431,924
-
11,394,112 14
-
-
2,689,955
3
8,985,569 11
867,970
1
-
-
48,792
-

2,347,666

3


30,104,234
36

$ 83,251,827
100

$ 2,000,000
2

142,698
-
18,774,892 23
12,161,635 15
154,961
-
2,867,052
3

3,124,798

4


39,226,036
47

80,125
-
5,803
-

56,811

-


142,739

-


39,368,775
47

8,215,276 10
15,651,714 19
18,297,655 22
3,739,344
4

(2,054,392)
(2)

43,849,597 53

33,455

-


43,883,052
53

$ 83,251,827
100
December 31, 2016
(Audited)
Amount
%
$ 30,080,217 29

143,642
-

199,344
-

8,067
-

15,961,835 15

168,526
-

184,817
-

14,163,571 14

1,833,499
2

-
-

5,750,450
6

68,414

-


68,562,382
66


86
-

3,363,736
3

25,009
-

531,445
1

12,025,496 12

1,527,001
1

3,878,356
4

8,957,876
9

1,501,480
1

-
-

40,439
-

2,735,876

3


34,586,800
34

$ 103,149,182
100

$ -
-

133,420
-

26,247,728 26

18,348,734 18

155,651
-

3,384,311
3

3,004,432

3


51,274,276
50


81,294
-

22,106
-

-

-


103,400

-


51,377,676
50


8,220,087
8

15,614,641 15

18,297,655 18

10,841,425 10

(1,202,302)
(1)


51,771,506 50

-

-


51,771,506
50

$ 103,149,182
100
September 30, 2016
(Reviewed)
















































































































Amount
%
$ 30,243,330 27

18,017
-

277,464
-

7,841
-

17,588,035 16

342,391
-

109,990
-

19,257,388 17

2,623,415
3

-
-

4,105,821
4

66,876

-

74,640,568
67

92
-

3,221,504
3

8,625
-

521,370
-

12,300,145 11

1,560,744
1

4,145,869
4

8,808,502
8

1,466,192
1

749,433
1

90,435
-

4,150,193

4

37,023,104
33
$ 111,663,672
100
$ -
-

167,137
-

29,433,794 26

18,737,270 17

145,466
-

4,883,012
4

2,849,280

3

56,215,959
50

65,971
-

23,362
-

392,037

1

481,370

1

56,697,329
51

8,228,499
7

15,606,473 14

18,297,655 16

13,984,261 13

(1,150,545)
(1)

54,966,343 49

-

-

54,966,343
49
$ 111,663,672
100

The accompanying notes are an integral part of the consolidated financial statements.

  • 2 -

HTC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Loss Per Share) (Reviewed, Not Audited)

OPERATING REVENUES
(Notes 25 and 33)

OPERATING COST
(Notes 12, 26 and 33)

GROSS PROFIT

OPERATING EXPENSES
(Notes 26 and 33)
Selling and marketing
General and administrative
Research and development
Total operating
expenses

OPERATING LOSS

NON-OPERATING INCOME
AND EXPENSES
Other income (Note 26)
Other gains and losses
(Notes 8, 14 and 26)
Finance costs
Share of the loss of
associates and joint
venture (Note 16)

Total non-operating
income and
expenses

LOSS BEFORE INCOME
TAX
INCOME TAX BENEFIT
(EXPENSE) (Note 27)

LOSS FOR THE PERIOD

OTHER COMPREHENSIVE
INCOME AND LOSS,
NET OF INCOME TAX
Items that may be
reclassified subsequently
to profit or loss:
Exchange differences on
translating foreign
operations
Unrealized gain (loss) on
available-for-sale
financial assets
Cash flow hedge

Other comprehensive
income and loss for
the period, net of
income tax

TOTAL COMPREHENSIVE
LOSS FOR THE PERIOD
For the Three Months Ended September 30 For the Three Months Ended September 30 For the Three Months Ended September 30 **For the Nine Months ** Ended September 30 Ended September 30
2017 2016 2017 2016













Amount
%
$ 15,705,695 100

14,095,302

90


1,610,393

10

1,350,400
8

911,973
6

2,637,089

17


4,899,462

31


(3,289,069)

(21)

117,618
1
80,150
-
(31,920 )
-

(11,491)

-


154,357

1

(3,134,712 )
(20 )

7,280

-


(3,127,432)

(20)

204,801
1
92,965
1

11,668

-


309,434

2

$ (2,817,998)

(18)




















Amount
%
$ 22,230,334 100

18,657,367

84


3,572,967

16


2,177,669
10

929,973
4

2,462,365

11


5,570,007

25


(1,997,040)

(9)


140,983
1

84,157
-

(134 )
-

(16,573)

-


208,433

1


(1,788,607 )
(8 )

(780)

-


(1,789,387)

(8)


(1,288,223 )
(6 )

63,812
-

-

-


(1,224,411)

(6)

$ (3,013,798)

(14)




















Amount
%
$ 46,372,427
100

40,183,969

87


6,188,458

13


3,689,727
8

2,478,795
5

7,863,926

17


14,032,448

30


(7,843,990)

(17)


520,384
1

306,008
1

(43,202 )
-

(74,687)

-


708,503

2


(7,135,487 )
(15 )

24,939

-


(7,110,548)

(15)


(1,160,518 )
(2 )

183,874
-

-

-


(976,644)

(2)

$ (8,087,192)

(17)




















Amount
%
$ 55,913,440
100

48,804,829

87

7,108,611

13

6,736,763
12

3,127,905
6

8,284,522

15

18,149,190

33
(11,040,579)

(20)

536,618
1

3,318,417
6

(4,369 )
-

(46,076)

-

3,804,590

7

(7,235,989 )
(13 )

(228,727)

-

(7,464,716)

(13)

(2,221,614 )
(4 )

(65,684 )
-

-

-

(2,287,298)

(4)
$ (9,752,014)

(17)
(Continued)
  • 3 -

HTC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Loss Per Share) (Reviewed, Not Audited)

NET LOSS
ATTRIBUTABLE TO:
Owners of the parent

Non-controlling interests


TOTAL COMPREHENSIVE
LOSS ATTRIBUTABLE
TO:
Owners of the parent

Non-controlling interests


LOSS PER SHARE (Note 28)
Basic
For the Three Months Ended September 30 For the Three Months Ended September 30 For the Three Months Ended September 30 **For the Nine Months ** Ended September 30 Ended September 30
2017 2016 2017 2016






Amount
%
$ (3,118,965 )
(20 )

(8,467)

-

$ (3,127,432)

(20)

$ (2,810,462 )
(18 )

(7,536)

-

$ (2,817,998)

(18)

$ (3.80)





Amount
%
$ (1,789,387 )
(8 )

-

-

$ (1,789,387)

(8)

$ (3,013,798 )
(14 )

-

-

$ (3,013,798)

(14)

$ (2.18)





Amount
%
$ (7,102,081 )
(15 )

(8,467)

-

$ (7,110,548)

(15)

$ (8,079,656 )
(17 )

(7,536)

-

$ (8,087,192)

(17)

$ (8.64)





Amount
%
$ (7,464,716 )
(13 )

-

-
$ (7,464,716)

(13)
$ (9,752,014 )
(17 )

-

-
$ (9,752,014)

(17)
$ (9.05)




The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

  • 4 -

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

HTC CORPORATION AND SUBSIDIARIES


BALANCE, JANUARY 1, 2016

Net loss for the nine months ended September 30, 2016
Other comprehensive income and loss for the nine months
ended September 30, 2016
Buy-back of treasury shares
Retirement of treasury shares
Share-based payments

BALANCE, SEPTEMBER 30, 2016

BALANCE, JANUARY 1, 2017

Net loss for the nine months ended September 30, 2017
Other comprehensive income and loss for the nine months
ended September 30, 2017
Share-based payments
Non-controlling interests

BALANCE, SEPTEMBER 30, 2017
Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Non-controlling
Total
Interests
$ 64,792,095 $ -

(7,464,716)
-

(2,287,298)
-

(436,869)
-

-
-

363,131

-

$ 54,966,343
$ -

$ 51,771,506 $ -

(7,102,081)
(8,467)

(977,575)
931

157,747
-

-

40,991

$ 43,849,597
$ 33,455
Total Equity
$ 64,792,095

(7,464,716)

(2,287,298)

(436,869)

-

363,131
$ 54,966,343
$ 51,771,506

(7,110,548)

(976,644)

157,747

40,991
$ 43,883,052
Share Capital
Ordinary
Shares
Capital Surplus
$ 8,318,695 $ 15,505,853
-
-
-
-
-
-
(111,600)
(192,769)

21,404

293,389

$ 8,228,499
$ 15,606,473

$ 8,220,087 $ 15,614,641
-
-
-
-
(4,811)
37,073

-

-

$ 8,215,276
$ 15,651,714

Retained Earnings
Unappropriated
Legal Reserve
Earnings
$ 18,297,655 $ 21,782,432

-
(7,464,716)

-
-

-
-

-
(333,455)

-

-

$ 18,297,655
$ 13,984,261

$ 18,297,655 $ 10,841,425

-
(7,102,081)

-
-

-
-

-

-

$ 18,297,655
$ 3,739,344
Other Equity Unearned
Employee
Benefit
$ (371,369)

-

-

-

-

48,338

$ (323,031)

$ (253,922)

-

-

125,485

-

$ (128,437)
Treasury
Shares
$ (200,955)

-

-

(436,869)

637,824

-

$ -

$ -

-

-

-

-

$ -
Exchange
Unrealized
Differences on Gain (Loss) on
Translating
Available-for-

Foreign
sale Financial
Operations
Assets
$ 1,473,417 $ (13,633)

-
-

(2,221,614)
(65,684)

-
-

-
-

-

-

$ (748,197)
$ (79,317)

$ (781,298) $ (167,082)

-
-

(1,161,449)
183,874

-
-

-

-

$ (1,942,747)
$ 16,792


















The accompanying notes are an integral part of the consolidated financial statements.

  • 5 -

HTC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax

Adjustments for:
Depreciation expense
Amortization expense
Bad debt (reversed) expenses
Finance costs
Interests income
Dividend income
Compensation cost of employee share-based payments
Share of the loss of associate and joint venture
Net loss (gain) on disposal of property, plant and equipment
Gain on disposal of investments
Impairment loss on non-financial assets
Changes in operating assets and liabilities
Decrease in financial instruments held for trading
Decrease in trade receivables
(Increase) decrease in other receivables
Increase in inventories
Decrease in prepayments
Decrease in other current assets
Decrease in other non-current assets
Decrease in note and trade payables
Decrease in other payables
Decrease in provisions
Decrease in other current liabilities
Increase in other non-current liabilities

Cash used in operations

Interest received
Interest paid
Income tax paid

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Payments to acquire debt investment with no active market
Payments to acquire financial assets measured at cost
Proceeds from sale of financial assets measured at cost
Acquisition of associates
Net cash inflow on disposal of investments accounted for using equity
method
Net cash inflow on acquisition of subsidiaries
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30




2017
$ (7,135,487)
774,157
1,045,126
(362,870)
43,202
(217,336)
(23,997)
157,747
74,687
4,943
(24,305)
2,772,973
57,821
6,425,347
(92,031)
(4,496,087)
10,500
52,853
257,646
(7,472,836)
(6,240,797)
(517,259)
(1,315,518)

56,811

(16,164,710)
201,194
(28,949)

(1,477)

(15,993,942)

(32,918)
(180,705)
85,169
(6,019)
-
15,431
2016
$ (7,235,989)

1,417,405

1,269,074

400,049

4,369

(305,967)

(138,761)

363,131

46,076

(3,198,367)

-

2,518,889

208,069

1,230,864

133,609

(2,652,640)

1,777,553

27,735

574,424

(164,591)

(6,202,945)

(1,109,246)

(840,483)

392,037
(11,485,705)

268,989

(4,369)

(346,241)
(11,567,326)

(8,665)

(136,616)

-

(352,231)

182,578

-
(Continued)
  • 6 -

HTC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

Payments for non-current assets held for sale

Proceeds from disposal of non-current assets held for sale
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in advance receipts - disposal of property
Decrease in refundable deposits
Payments for intangible assets
Increase in other current financial assets
Dividends received

Net cash (used in) generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Decrease in short-term borrowings

Refund of guarantee deposits received
Buy-back of treasury shares

Net cash generated from (used in) financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS

NET DECREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS, END OF PERIOD
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30









2017
$ (3,830)
-
(156,667)
2,420
1,388,243
633,510
-
(2,275,046)

23,997


(506,415)

14,979,185
(12,979,185)
(16,303)

-


1,983,697


(617,293)

(15,133,953)

30,080,217

$ 14,946,264
2016
$ -

6,060,000

(477,582)

2,926,777

-

114,150

(75,146)

(5,531)

83,844

8,311,578

-

-

(6,797)

(436,869)

(443,666)

(1,404,055)

(5,103,469)

35,346,799
$ 30,243,330

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

  • 7 -

HTC CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (Reviewed, Not Audited)

1. ORGANIZATION AND OPERATIONS

HTC Corporation (HTC) was incorporated on May 15, 1997 under the Company Law of Taiwan, the Republic of China. HTC and its subsidiaries (the “Company”) are engaged in design, manufacture, assemble, process, and sell smart mobile devices and provide after-sales service.

In March 2002, HTC had its stock listed on the Taiwan Stock Exchange. On November 19, 2003, HTC listed some of its shares of stock on the Luxembourg Stock Exchange in the form of global depositary receipts.

The functional currency of HTC is New Taiwan dollars. The consolidated financial statements are presented in New Taiwan dollars since HTC is the ultimate parent of the Company.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by HTC’s Board of Directors and authorized for issue on October 30, 2017.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

The initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC would not have any material impact on the Company’s accounting policies, except for the following:

Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers

The amendments include additions of several accounting items and requirements for disclosures of impairment of non-financial assets as a consequence of the IFRSs endorsed and issued into effect by the FSC. In addition, as a result of the post implementation review of IFRSs in Taiwan, the amendments also include emphasis on certain recognition and measurement considerations and add requirements for disclosures of related party transactions and goodwill.

The amendments stipulate that other companies or institutions of which the chairman of the Board of Directors or president serves as the chairman of the Board of Directors or the president, or is the spouse or second immediate family of the chairman of the Board of Directors or president of the Company are deemed to have a substantive related party relationship, unless it can be demonstrated that no control, joint control, or significant influence exists. Furthermore, the amendments require the disclosure of the names of the related parties and the relationship with whom the Company has significant transaction. If the transaction or balance with a specific related party is 10% or more of the Company’s respective total transaction or balance, such transaction should be separately disclosed by the name of each related party.

  • 8 -

The amendments also require additional disclosure if there is a significant difference between the actual operation after business combination and the expected benefit on acquisition date.

The disclosures of related party transactions will be enhanced when the above amendments are retrospectively applied in 2017, please refer to Note 33.

  • b. The Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2018
endorsed by the FSC for application starting from 2018
New, Amended or Revised Standards and Interpretations
Annual Improvements to IFRSs 2014-2016 Cycle

Amendment to IFRS 2 “Classification and Measurement of
Share-based Payment Transactions”

Amendments to IFRS 4 “Applying IFRS 9 Financial Instruments with
IFRS 4 Insurance Contracts”

IFRS 9 “Financial Instruments”

Amendments to IFRS 9 and IFRS 7 “Mandatory Effective Date of
IFRS 9 and Transition Disclosures”

IFRS 15 “Revenue from Contracts with Customers”

Amendments to IFRS 15 “Clarifications to IFRS 15 Revenue from
Contracts with Customers”

Amendment to IAS 7 “Disclosure Initiative”

Amendments to IAS 12 “Recognition of Deferred Tax Assets for
Unrealized Losses”

Amendments to IAS 40 “Transfers of Investment Property”

IFRIC 22 “Foreign Currency Transactions and Advance
Consideration”
Effective Date
Announced by IASB (Note 1)
Note 2
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The amendment to IFRS 12 is retrospectively applied for annual periods beginning on or after January 1, 2017; the amendment to IAS 28 is retrospectively applied for annual periods beginning on or after January 1, 2018.

The initial application of the above New IFRSs, whenever applied, would not have any material impact on the Company’s accounting policies, except for the following:

  • 1) IFRS 9 “Financial Instruments” and related amendment

Recognition, measurement and impairment of financial assets

With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are subsequently measured at amortized cost or fair value. Under IFRS 9, the requirement for the classification of financial assets is stated below.

For the Company’s debt instruments that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, their classification and measurement are as follows:

  • a) For debt instruments, if they are held within a business model whose objective is to collect the contractual cash flows, the financial assets are measured at amortized cost and are assessed for impairment continuously with impairment loss recognized in profit or loss, if any. Interest revenue is recognized in profit or loss by using the effective interest method;

  • 9 -

  • b) For debt instruments, if they are held within a business model whose objective is achieved by both the collecting of contractual cash flows and the selling of financial assets, the financial assets are measured at fair value through other comprehensive income (FVTOCI) and are assessed for impairment. Interest revenue is recognized in profit or loss by using the effective interest method, and other gain or loss shall be recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses. When the debt instruments are derecognized or reclassified, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.

Except for the above, all other financial assets are measured at fair value through profit or loss. However, the Company may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gain or loss previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.

IFRS 9 requires impairment loss on financial assets to be recognized by using the “Expected Credit Losses Model”. The loss allowance is required for financial assets measured at amortized cost, investments in debt instruments measured at FVTOCI, lease receivables, contract assets arising from IFRS 15 “Revenue from Contracts with Customers”, certain written loan commitments and financial guarantee contracts. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition and is not low. However, a loss allowance for full lifetime expected credit losses is required for trade receivables that do not constitute a financing transaction.

For purchased or originated credit-impaired financial assets, the Company takes into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. Subsequently, any changes in expected losses are recognized as a loss allowance with a corresponding gain or loss recognized in profit or loss.

Hedge accounting

The main changes in hedge accounting amended the application requirements for hedge accounting to better reflect the entity’s risk management activities. Compared with IAS 39, the main changes include: (1) enhancing types of transactions eligible for hedge accounting, specifically broadening the risks eligible for hedge accounting of non-financial items; (2) changing the way the hedging cost of derivative instruments are accounted for to reduce profit or loss volatility; and (3) replacing retrospective effectiveness assessment with the principle of economic relationship between the hedging instrument and the hedged item.

  • 2) IFRS 15 “Revenue from Contracts with Customers” and related amendment

IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers, and will supersede IAS 18 “Revenue”, IAS 11 “Construction Contracts” and a number of revenue-related interpretations.

When applying IFRS 15, the Company recognizes revenue by applying the following steps:

  • Identify the contract with the customer;

  • Identify the performance obligations in the contract;

  • Determine the transaction price;

  • Allocate the transaction price to the performance obligations in the contract; and

  • Recognize revenue when the Company satisfies a performance obligation.

  • 10 -

  • 3) IFRIC 22“Foreign Currency Transactions and Advance Consideration”

IAS 21 stipulated that a foreign currency transaction shall be recorded on initial recognition in the functional currency by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. IFRIC 22 further explains that the date of the transaction is the date on which an entity recognizes a non-monetary asset or non-monetary liability from payment or receipt of advance consideration. If there are multiple payments or receipts in advance, the entity shall determine the date of the transaction for each payment or receipt of advance consideration.

The Company will apply IFRIC 22 prospectively to all assets, expenses and income recognized on or after January 1, 2018 within the scope of the Interpretation.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New, Amended or Revised Standards and Interpretations
Amendments to IFRS 9 “Prepayments Features with Negative
Compensation”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 16 “Leases”

IFRS 17 “Insurance Contracts”

Amendments to IAS 28 “Long-term Interests in Associates and Joint
Ventures”

IFRIC 23 “Uncertainty Over Income Tax Treatments”
Effective Date
Announced by IASB (Note)
January 1, 2019
To be determined by IASB
January 1, 2019
January 1, 2021
January 1, 2019
January 1, 2019

Note: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

The initial application of the above New IFRSs, whenever applied, would not have any material impact on the Company’s accounting policies, except for the following:

1) IFRS 16 “Leases”

IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.

Under IFRS 16, if the Company is a lessee, it shall recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for low-value and short-term leases. The Company may elect to apply the accounting method similar to the accounting for operating lease under IAS 17 to the low-value and short-term leases. On the consolidated statements of comprehensive income, the Company should present the depreciation expense charged on the right-of-use asset separately from interest expense accrued on the lease liability; interest is computed by using effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of the lease liability are classified within financing activities; cash payments for interest portion are classified within operating activities.

  • 11 -

The application of IFRS 16 is not expected to have a material impact on the accounting of the Company as lessor.

When IFRS 16 becomes effective, the Company may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the initial application of this Standard recognized at the date of initial application.

2) IFRIC 23 “Uncertainty Over Income Tax Treatments”

IFRIC 23 clarifies that when there is uncertainty over income tax treatments, the Company should assume that the taxation authority will have full knowledge of all related information when making related examinations. If the Company concludes that it is probable that the taxation authority will accept an uncertain tax treatment, the Company should determine the taxable profit, tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatments used or planned to be used in its income tax filings. If it is not probable that the taxation authority will accept an uncertain tax treatment, the Company should make estimates using either the most likely amount or the expected value of the tax treatment, depending on which method the entity expects to better predict the resolution of the uncertainty. The Company has to reassess its judgments and estimates if facts and circumstances change.

On initial application the Company shall apply IFRIC 23 either retrospectively to each prior reporting period presented, if this is possible without the use of hindsight, or retrospectively with the cumulative effect of the initial application of IFRIC 23 recognized at the date of initial application.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

4. SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

These interim consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 “Interim Financial Reporting” as endorsed and issued into effect by the FSC. Disclosure information included in these interim consolidated financial statements is less than the disclosure information required in a complete set of annual financial statements.

For readers’ convenience, the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If inconsistencies arise between the English version and the Chinese version or if differences arise in the interpretations between the two versions, the Chinese version of the consolidated financial statements shall prevail. However, the accompanying consolidated financial statements do not include the English translation of the additional footnote disclosures that are not required under accounting principles and practices generally applied in the Republic of China but are required by the Securities and Futures Bureau for their oversight purposes.

Basis of Consolidation

See Note 15 for the detailed information of subsidiaries (including the percentage of ownership and main business).

  • 12 -

Other Significant Accounting Policies

Except for the following, the accounting policies applied in these consolidated financial statements are consistent with those applied in the consolidated financial statements for the year ended December 31, 2016. For the summary of other significant accounting policies, please refer to the consolidated financial statements for the year ended December 31, 2016.

  • a. Retirement benefits

Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant plan amendments, settlements, or other significant one-off events.

b. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax. Interim period income taxes are assessed on an annual basis and calculated by applying to an interim period’s pre-tax income the tax rate that would be applicable to expected total annual earnings.

  • c. Business combinations

The acquisition of businesses is accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interests in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of the measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

  • 13 -

  • a. Accrued marketing and advertising expenses

The Company recognizes sale of goods as the conditions are met. The related marketing and advertising expenses recognized as reduction of sales amount or as current expenses are estimated on the basis of agreement, past experience and any known factors. The Company reviews the reasonableness of the estimation periodically.

As of September 30, 2017, December 31, 2016 and September 30, 2016, the carrying amounts of accrued marketing and advertising expenses were NT$6,295,994 thousand, NT$9,791,579 thousand and NT$10,563,351 thousand, respectively.

  • b. Allowances for doubtful debts

Receivables are assessed for impairment at the end of each reporting period and considered impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the receivables, the estimated future cash flows of the asset have been affected.

As of September 30, 2017, December 31, 2016 and September 30, 2016, the carrying amounts of allowances for doubtful debts were NT$3,904,633 thousand, NT$4,187,999 thousand and NT$3,412,869 thousand, respectively.

  • c. Impairment of tangible and intangible assets other than goodwill

The Company measures the useful life of individual assets and the probable future economic benefits in a specific asset group, which depends on subjective judgment, asset characteristics and industry, during the impairment testing process. Any change in accounting estimates due to economic circumstances and business strategies might cause material impairment in the future.

  • d. Valuation of inventories

Inventories are measured at the lower of cost or net realizable value. Judgment and estimation are applied in the determination of net realizable value at the end of reporting period.

Inventories are usually written down to net realizable value item by item if those inventories are damaged, have become wholly or partially obsolete, or if their selling prices have declined.

As of September 30, 2017, December 31, 2016 and September 30, 2016, the carrying amounts of inventories were NT$15,886,685 thousand, NT$14,163,571 thousand and NT$19,257,388 thousand, respectively.

  • e. Realization of deferred tax assets

Deferred tax assets should be recognized only to the extent that the entity has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available. The management applies judgment and accounting estimates to evaluate the realization of deferred tax assets. The management takes expected sales growth, profit rate, duration of exemption, tax credits, tax planning and etc. into account to make judgment and estimates. Any change in global economy, industry environment and regulations might cause material adjustments to deferred tax assets.

As of September 30, 2017, December 31, 2016 and September 30, 2016, the carrying amounts of deferred tax assets were NT$8,985,569 thousand, NT$8,957,876 thousand and NT$8,808,502 thousand, respectively.

  • f. Estimates of warranty provision

The Company estimates cost of product warranties at the time the revenue is recognized.

  • 14 -

The estimates of warranty provision are on the basis of sold products and the amount of expenditure required for settlement of present obligation at the end of the reporting period.

The Company might recognize additional provisions because of the possible complex intellectual product malfunctions and the change of local regulations, articles and industry environment.

As of September 30, 2017, December 31, 2016 and September 30, 2016, the carrying amounts of warranty provision were NT$2,561,491 thousand, NT$3,010,969 thousand and NT$4,367,872 thousand, respectively.

6. CASH AND CASH EQUIVALENTS

September 30,
2017
Cash on hand
$ 1,846
Checking accounts and demand deposits
13,935,823
Time deposits (with original maturities less than
three months)

1,008,595

$ 14,946,264
December 31,
2016
September 30,
2016
$ 1,811 $ 1,807

24,722,314
20,643,846

5,356,092

9,597,677
$ 30,080,217
$ 30,243,330

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Financial assets held for trading
Derivatives financial assets (not under hedge
accounting)
Forward exchange contracts $ 95,099
$ 143,642
$ 18,017
Financial liabilities held for trading
Derivatives financial liabilities (not under hedge
accounting)
Forward exchange contracts $ 142,698
$ 133,420
$ 167,137

The Company entered into forward exchange contracts to manage exposures due to exchange rate fluctuations of foreign currency denominated assets and liabilities. At the end of the reporting period, outstanding forward exchange contracts not under hedge accounting were as follows:

Forward Exchange Contracts

Notional Amount Notional Amount
Buy/Sell Currency
Maturity Date
(In Thousands)
September 30, 2017
Forward exchange contracts Sell USD/NTD 2017.10.20-2017.11.17 USD 100,000
Forward exchange contracts Sell JPY/USD 2017.10.27-2017.11.24 JPY 3,800,000
Forward exchange contracts Sell GBP/USD 2017.10.20
GBP 6,000
(Continued)
  • 15 -

September 30, 2017

Forward exchange contracts Forward exchange contracts Forward exchange contracts Forward exchange contracts Forward exchange contracts Forward exchange contracts Forward exchange contracts Forward exchange contracts Forward exchange contracts

December 31, 2016

Forward exchange contracts Forward exchange contracts Forward exchange contracts Forward exchange contracts Forward exchange contracts Forward exchange contracts Forward exchange contracts Forward exchange contracts Forward exchange contracts

September 30, 2016

Foreign exchange contracts Foreign exchange contracts Foreign exchange contracts Foreign exchange contracts Foreign exchange contracts Foreign exchange contracts Foreign exchange contracts Foreign exchange contracts Foreign exchange contracts

Notional Amount Notional Amount
Buy/Sell Currency
Maturity Date
(In Thousands)
Sell CAD/USD 2017.10.18-2017.10.20 CAD 3,500
Sell EUR/USD
2017.10.13
EUR 2,000
Buy RMB/USD 2017.10.13-2017.11.22 RMB
954,922
Buy USD/NTD 2017.10.13-2017.11.24 USD 644,500
Buy SGD/USD
2017.10.20
SGD 242,171
Buy JPY/USD 2017.10.25
JPY 2,718,335
Buy EUR/USD
2017.10.25
EUR 12,000
Buy AUD/USD
2017.11.20
AUD 6,000
Buy GBP/USD 2017.10.25
GBP 2,000
Sell USD/NTD 2017.01.06-2017.01.25 USD 120,000
Sell EUR/USD
2017.01.06
EUR 40,000
Sell JPY/USD
2017.01.06-2017.01.25 JPY 5,085,622
Sell GBP/USD 2017.01.06-2017.01.20 GBP 6,000
Buy RMB/USD 2017.01.06-2017.01.25 RMB
926,817
Buy CAD/USD 2017.01.11-2017.01.25 CAD 5,000
Buy USD/NTD 2017.01.06-2017.02.02 USD 387,500
Buy SGD/USD 2017.01.06-2017.01.25 SGD 252,579
Buy AUD/USD 2017.01.06-2017.01.11 AUD 4,700
Sell GBP/USD
2016.10.07-2016.10.19 GBP 4,000
Sell JPY/USD
2016.10.21-2016.11.09 JPY 635,623
Sell USD/TWD 2016.10.07-2016.10.14 USD 30,000
Buy USD/TWD 2016.10.05-2016.11.25 USD 562,362
Buy SGD/USD 2016.10.26-2016.11.18 SGD 234,023
Buy AUD/USD 2016.10.26-2016.11.18 AUD 7,600
Buy EUR/TWD
2016.10.07
EUR 15,000
Buy CAD/USD
2016.10.26
CAD 4,500
Buy RMB/USD 2016.10.14-2016.11.18 RMB
989,526
(Concluded)

8. DERIVATIVE FINANCIAL INSTRUMENTS FOR HEDGING

The Company supplied products to clients in Japan and signed forward exchange contracts to avoid its exchange rate exposure due to the forecast sales. Those forward exchange contracts were designated as cash flow hedges.

  • 16 -

Gains and losses of hedging instruments were included in the following line items in the consolidated statements of comprehensive income:

Operating revenues

Other gains and losses


For the Three Months Ended
September 30
2017
2016
$ (4,389)
$ -


-

-




$ (4,389)
$ -
For the Three Months Ended
September 30
2017
2016
$ (4,389)
$ -


-

-




$ (4,389)
$ -
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30



2017
$ (4,389)


-


$ (4,389)



2017
$ (4,389)

3,538


$ (851)
2016
$ (40,299)

2,056
$ (38,243)

9. FINANCIAL ASSETS MEASURED AT COST

September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Domestic unlisted equity investment $ 643,961
$ 643,961
$ 643,961
Overseas unlisted equity investment 1,867,895 2,013,101
1,914,242
Overseas unlisted mutual funds 697,674 706,674
663,301
Derivative financial instruments - convertible
bonds 114,380 - -
Derivative financial instruments - overseas
warrants 14,241 -
-
$ 3,338,151
$ 3,363,736
$ 3,221,504
Classified according to financial asset
measurement categories
Financial assets at fair value through profit or
loss $ 128,621 $ -
$ -
Available-for-sale financial assets 3,209,530
3,363,736
3,221,504
$ 3,338,151
$ 3,363,736
$ 3,221,504

Management believed that the above unlisted equity investments, mutual funds and derivative financial instruments held by the Company, whose fair value cannot be reliably measured due to the range of reasonable fair value estimates was so significant; therefore, they were measured at cost less impairment at the end of reporting period.

10. OTHER CURRENT FINANCIAL ASSETS

September 30, December 31, September 30,
2017 2016 2016
Time deposits with original maturities more than
three months
$ 8,025,496 $ 5,750,450
$ 4,105,821

For details of pledged other current financial assets, please see Note 34.

  • 17 -

11. TRADE RECEIVABLES AND OTHER RECEIVABLES

September 30,
2017
Trade and overdue receivables
Trade receivables
$ 10,407,436
Trade receivables - related parties
974
Overdue receivables
1,840,947
Less: Allowances for impairment loss - trade
receivables
(509,052)
Less: Allowances for impairment loss - overdue
receivables

(1,840,947)

$ 9,899,358

Current
$ 9,899,358
Non-current

-

$ 9,899,358

Other receivables
Receivables from disposal of investments
$ 1,328,747
Interest receivables
262,049
VAT refund receivables
154,468
Others
86,069
Less: Allowances for impairment loss

(1,554,634)

$ 276,699

Current
$ 276,699
Non-current

-

$ 276,699
December 31,
2016
September 30,
2016
$ 16,818,037 $ 18,459,946

15,720
11

1,840,947
1,840,947

(871,922)
(871,922)

(1,840,947)

(1,840,947)

$ 15,961,835
$ 17,588,035
$ 15,961,835 $ 17,588,035

-

-
$ 15,961,835
$ 17,588,035

$ 1,260,795 $ 1,238,832

234,355
225,409

113,839
235,361

34,667
92,222

(1,475,130)

(700,000)

$ 168,526
$ 1,091,824

$ 168,526 $ 342,391

-

749,433

$ 168,526
$ 1,091,824

Trade Receivables

The credit period on sales of goods is 30-75 days. No interest is charged on trade receivables before the due date. Thereafter, interest is charged at 1-18% per annum on the outstanding balance, which is considered to be non-controversial, to some of customers. In determining the recoverability of a trade receivable, the Company considered any change in the credit quality of the trade receivable since the date credit was initially granted to the end of the reporting period. For customers with low credit risk, the Company has recognized an allowance for doubtful debts of 1-5% against receivables past due beyond 31-90 days and of 5-100% against receivables past due beyond 91 days. For customers with high credit risk, the Company has recognized an allowance for impairment loss of 10-100% against receivables past due more than 31 days.

Before accepting any new customer, the Company’s Department of Financial and Accounting evaluates the potential customer’s credit quality and defines credit limits and scorings by customer. The factor of overdue attributed to customers are reviewed once a week and the Company evaluates the financial performance periodically for the adjustment of credit limits.

The concentration of credit risk is limited due to the fact that the customer base is diverse.

  • 18 -

As of the reporting date, the Company had no receivables that are past due but not impaired.

Trade receivables aged over one year were reclassified as overdue receivables which was recognized as long-term receivables.

Aging of trade receivables

September 30, September 30, December 31, September 30,
2017 2016 2016
1-90 days $ 477,307
$ 2,120,237
$ 1,728,582
91-180 days 140,128 445,727

91,521
Over 181 days 274,332

323,945

2,373,004
$ 891,767

$ 2,889,909

$ 4,193,107

The above aging schedule was based on the past due date.

Aging of impaired trade receivables

September September 30, December 31, September 30,
2017 2016 2016
1-90 days $ 382,715
$ 1,887,581
$ 1,480,238
91-180 days - 130,406
-
Over 181 days -

-
-
$ 382,715

$ 2,017,987

$ 1,480,238

The above aging of trade receivables after deducting the allowance for impairment loss were presented based on the past due date.

The movements of the allowance for doubtful trade receivables and overdue receivables were as follows:

Balance, beginning of period

Less: Impairment loss reversed
Less: Amounts written off during the period as uncollectible
Less: Effect of foreign currency exchange differences

Balance, end of period
For the Nine Months Ended
September 30


2017
2016
$ 2,712,869
$ 3,016,914
(362,870)
(299,951)
-

(4,025)
-

(69)

$ 2,349,999
$ 2,712,869

Other Receivables

Receivable from disposal of investments is derived from sale of shares of Saffron Media Group Ltd. in 2013. According to the agreement, the principle and interest will be received in full in September 2018 and could be repaid by the buyer in whole or in part, at any time.

Others were primarily prepayments on behalf of vendors or customers and grants from suppliers.

  • 19 -

The movements of the allowance for doubtful other receivables were as follows:

Balance, beginning of period

Add: Impairment loss recognized

Less: Effect of foreign currency exchange differences


Balance, end of period
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30




2017
$ 1,475,130


-
79,504

$ 1,554,634
2016
$ -

700,000

-
$ 700,000

12. INVENTORIES

September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Finished goods $ 2,709,568 $ 2,468,223 $ 3,330,420
Work-in-process 1,232,221 233,952 1,772,726
Semi-finished goods 2,404,323 2,168,606 2,651,738
Raw materials 9,406,694 9,125,604 11,007,745
Inventory in transit 133,879
167,186
494,759
$ 15,886,685
$
14,163,571

$
19,257,388

The cost of inventories recognized as operating costs for the nine months ended September 30, 2017 and 2016 included inventory write-downs of NT$2,772,973 thousand and NT$2,518,889 thousand, respectively.

13. PREPAYMENTS

September 30, December 31, September 30,
2017 2016 2016
Royalty $ 2,749,927
$ 3,109,677
$ 5,182,403
Net input VAT 501,223 727,750

784,809
Prepaid equipment 58,895 75,954

67,038
Prepayments to suppliers 9,741 17,431

79,969
Land use right - 107,732

110,116
Others
850,879

530,831

549,273
$ 4,170,665

$ 4,569,375

$ 6,773,608
Current $ 1,822,999

$ 1,833,499

$ 2,623,415
Non-current
2,347,666

2,735,876

4,150,193
$ 4,170,665

$ 4,569,375

$ 6,773,608

Prepayments for royalty were primarily for getting royalty right and were classified as current or non-current in accordance with their nature. For details of content of contracts, please see Note 37.

The land use right was reclassified as non-current assets held for sale in March 2017. For the detail, please see Note 14.

  • 20 -

14. NON-CURRENT ASSETS HELD FOR SALE

September 30, December 31, September 30,
2017 2016 2016
Land and buildings held for sale $ 1,640,881
$ -
$ -

On December 29, 2015, the HTC’s Board of Directors resolved to sell a plot of land and buildings to Inventec Corporation for a total amount of NT$6,060,000 thousand. The Company had completed the disposal and transferred its controlling right over the subject properties to the acquirer in February 2016. For the amount of gains and losses for disposal NT$2,091,594 thousand, see Note 26 for details.

On March 15, 2017, HTC’ Board of Directors passed a resolution to sell land and factory in Shanghai to Shanghai Xingbao Information Technology Co., Ltd. with the amount of RMB630,000 thousand. The trading amount of RMB315,000 thousand (NT$1,388,243 thousand) has been collected and recognized as advance receipts. While the transferring process has not yet been completed, the assets was recognized as non-current assets held for sale without impairment loss valuated as of September 30, 2017.

15. SUBSIDIARIES

a. Subsidiary included in consolidated financial statements

The consolidated entities as of September 30, 2017, December 31, 2016 and September 30, 2016 were as follows:

Investor
Investee
Main Businesses
HTC Corporation
H.T.C. (B.V.I.) Corp.
International holding company
and general investing
activities
Communication Global
Certification Inc.
Import of controlled
telecommunications
radio-frequency devices and
software services
High Tech Computer Asia
Pacific Pte. Ltd.
International holding company;
marketing, repair and
after-sales services
HTC Investment Corporation
General investing activities
PT. High Tech Computer
Indonesia
Marketing, repair and
after-sales services
HTC I Investment Corporation General investing activities
HTC Holding Cooperatief U.A. International holding company
HTC Investment One (BVI)
Corporation
Holding S3 Graphics Co., Ltd.
and general investing
activities
HTC Investment (BVI)
Corporation
General investing activities
HTC VIVE Holding (BVI)
Corp.
International holding company
HTC VIVE Investment (BVI)
Corp.
General investing activities
DeepQ Holding (BVI) Corp.
International holding company
HTC VR Content (BVI) Corp.

HTC Smartphone (BVI) Corp.

H.T.C. (B.V.I.) Corp.
High Tech Computer Corp.
(Suzhou)
Manufacture and sale of smart
mobile devices
High Tech Computer
Asia Pacific Pte.
HTC (Australia and New
Zealand) PTY. Ltd.
Marketing, repair and
after-sales services
Ltd.
HTC Philippines Corporation

PT. High Tech Computer
Indonesia

HTC (Thailand) Limited

HTC India Private Ltd.

HTC Malaysia Sdn. Bhd.

HTC Communication Co., Ltd. Manufacture and sale of smart
mobile devices and
after-sales services
% of Ownership
September 30,
2017
December 31,
2016
September 30,
2016
Remark
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
1.00
1.00
1.00
-
100.00
100.00
100.00
-
0.01
0.01
0.01
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
-
-
1)
100.00
-
-
3)
100.00
-
-
3)
100.00
100.00
100.00
-
100.00
100.00
100.00
-
99.99
99.99
99.99
-
99.00
99.00
99.00
-
100.00
100.00
100.00
-
99.00
99.00
99.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-

(Continued)

  • 21 -
Investor
Investee
Main Businesses
High Tech Computer
Asia Pacific Pte.
Ltd.
HTC HK, Limited
International holding company;
marketing, repair and
after-sales services
HTC Holding Cooperatief U.A. International holding company
HTC Communication
Technologies (SH)
Design, research and
development of application
software
HTC Vietnam Services One
Member Limited Liability
Company
Marketing, repair and
after-sales services
HTC Myanmar Company
Limited

HTC Investment
Corporation
Yoda Co., Ltd.
Operation of restaurant
business, parking lot and
building cleaning services
HTC Investment One
(BVI) Corporation
S3 Graphics Co., Ltd.
Design, research and
development of graphics
technology
HTC Communication
Technologies (SH)
HTC Communication (BJ) Tech
Co.
Design, research and
development of application
software
HTC HK, Limited
HTC Corporation (Shanghai
WGQ)
Smart mobile devices
examination and after-sale
services and technique
consultations
HTC Electronics (Shanghai)
Co., Ltd.
Manufacture and sale of smart
mobile devices
HTC Myanmar Company
Limited
Marketing, repair and
after-sales services
HTC Holding
Cooperatief U.A.
HTC Netherlands B.V.
International holding company;
marketing, repair and
after-sales services
HTC India Private Ltd.
Marketing, repair and
after-sales services
HTC South Eastern Europe
Limited Liability Company

HTC Communication Solutions
Mexico, S.A DE C.V.

HTC Servicios DE Operacion
Mexico, S.A DE C.V.
Human resources management
HTC Netherlands B.V. HTC EUROPE CO., LTD.
International holding company
Marketing, repair and
after-sales services
HTC BRASIL
Marketing, repair and
after-sales services
HTC Belgium BVBA/SPRL

HTC NIPPON Corporation
Sale of smart mobile devices
HTC FRANCE
CORPORATION
International holding company;
marketing, repair and
after-sales services
HTC South Eastern Europe
Limited liability Company
Marketing, repair and
after-sales services
HTC Nordic ApS.

HTC Italia SRL

HTC Germany GmbH

HTC Iberia, S.L.

HTC Poland sp. z.o.o.

HTC Communication Canada,
Ltd.

HTC Communication Sweden
AB

HTC Luxembourg S.a.r.l.
Online/download media
services
HTC Middle East FZ-LLC
Marketing, repair and
after-sales services
HTC Communication Solutions
Mexico, S.A DE C.V.

HTC Servicios DE Operacion
Mexico, S.A DE C.V.
Human resources management
HTC Czech RC s.r.o.
Smart mobile devices
examination and after-sale
services and technique
consultations
HTC EUROPE CO.,
LTD.
HTC America Holding Inc.
International holding company
% of Ownership
September 30,
2017
December 31,
2016
September 30,
2016
Remark
100.00
100.00
100.00
-
99.99
99.99
99.99
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
99.00
99.00
99.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
1.00
1.00
1.00
-
100.00
100.00
100.00
-
1.00
1.00
1.00
-
0.67
0.67
0.67
-
1.00
1.00
1.00
-
1.00
1.00
1.00
-
100.00
100.00
100.00
-
99.99
99.99
99.99
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
99.33
99.33
99.33
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
99.00
99.00
99.00
-
99.00
99.00
99.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
(Continued)
  • 22 -
Investor
Investee
Main Businesses
HTC America Holding HTC America Inc.
Sale of smart mobile devices
Inc.
One & Company Design, Inc.
Design, research and
development of application
software
HTC America Innovation Inc.

HTC America Content
Services, Inc.
Online/download media
services
Dashwire, Inc.
Design and management of
cloud synchronization
technology
Inquisitive Minds, Inc.
Development and sale of digital
education platform
HTC VIVE Holding
(BVI) Corp.
HTC VIVE TECH (BVI) Corp. International holding company
HTC VIVE TECH
(BVI) Corp.
HTC VIVE TECH Corp.
Research, development and sale
of virtual reality devices
HTC VIVE TECH (Beijing)

HTC VIVE TECH (HK)
Limited

HTC VIVE TECH
(HK) Limited
HTC VIVE TECH (UK)
Limited
Research, development and sale
of virtual reality devices
DeepQ Holding (BVI)
Corp.
DeepQ (BVI) Corp.
International holding company
DeepQ (BVI) Corp.
DeepQ Technology Corp.
Medical technology and health
care
HTC Investment
(BVI) Corporation
VRChat, Inc.
Development of virtual reality
contents
VRChat, Inc.
VRChat Ca. Development Inc.
Development of virtual reality
contents
HTC VR Content
(BVI) Corp.
Uomo vitruviano Corp.
Development of virtual reality
contents
% of Ownership
September 30,
2017
December 31,
2016
September 30,
2016
Remark
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
100.00
100.00
-
100.00
-
-
2)
100.00
-
-
2)
100.00
-
-
2)
100.00
-
-
1)
100.00
-
-
2)
56.04
-
-
4)
100.00
-
-
4)
100.00
-
-
3)
(Concluded)

Remark:

  • 1) DeepQ Holding (BVI) Corp. and DeepQ (BVI) Corp. were incorporated in March 2017.

  • 2) HTC VIVE TECH (Beijing), HTC VIVE TECH (HK) Limited, HTC VIVE TECH (UK) Limited and DeepQ Technology Corp. were incorporated in June 2017.

  • 3) HTC VR Content (BVI) Corp, HTC Smartphone (BVI) Corp. and Uomo vitruviano Corp. were incorporated in September 2017.

  • 4) In August 2017, VRChat, Inc. and its subsidiary were included in consolidated financial statements for acquiring 56.04% equity interest by the Company. For details of the acquisition, please see Note 29.

  • b. Subsidiary excluded from consolidated financial statements: None.

  • c. Details of subsidiaries that have material non-controlling interests: None.

16. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

September 30, December 31, September 30,
2017 2016 2016
Investment in associates $ 431,924
$ 531,445
$ 521,370
Investment in joint ventures
-

-

-
$ 431,924

$ 531,445

$ 521,370
  • 23 -

Investments in Associate

September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Unlisted equity investment
East West Artists, LLC $ 28,303
$ 25,532
$ 22,020
Steel Wool Games, Inc. 109,729 150,282
154,357
Surgical Theater, LLC 287,919 344,080
344,993
Gui Zhou Wei Ai Educational Technology Co.,
Ltd. 5,973
11,551
-
$ 431,924
$
531,445

$
521,370

As the end of the reporting periods, the percentage of ownership and voting rights in associates held by the Company were as follows:

September 30, December 31, September 30,
Name of Associate 2017 2016 2016
East West Artists, LLC 30.00% 25.00% 25.00%
Steel Wool Games, Inc. 49.00% 49.00% 49.00%
Surgical Theater, LLC 16.68% 21.09% 21.09%
Gui Zhou Wei Ai Educational Technology Co.,
Ltd. 25.00% 25.00% -

The Company acquired 25% equity interest in East West Artists, LLC for US$500 thousand in December 2014, and US$500 thousand in December 2015. In June 2017, the equity interest was increased to 30% after the Company’s making an additional investment of US$200 thousand.

In July 2015, the Company acquired 11.25% equity interest in Steel Wool Games, Inc. for US$300 thousand and such equity investment was recognized as financial assets measured at cost - non-current. In June 2016, the equity interest was increased to 49% after the Company’s making an additional investment of US$5,000 thousand. The Company’s management evaluates that the Company does exercise significant influence over Steel Wool Games, Inc. and therefore the subject equity investments are classified as an associate of the Company.

In September 2015, the Company acquired 12.30% equity interest in Surgical Theater, LLC for US$5,000 thousand and such equity investment was recognized as financial assets measured at cost - non-current. In August 2016, the equity interest was increased to 21.09% after the Company’s making an additional investment of US$6,000 thousand. In August 2017, the equity interest was decreased to 16.68% after the capital increase. The Company’s management evaluates that the Company does exercise significant influence over Surgical Theater, LLC and therefore the subject equity investments are classified as an associate of the Company.

In November 2016, the Company acquired 25% equity interest in Gui Zhou Wei Ai Educational Technology Co., Ltd. for RMB2,500 thousand with a total 25% equity interest that are accounted for under the equity method.

  • 24 -

Aggregate information of associates that are not individually material:

The Company’s share of:
Loss from continuing operations
Other comprehensive income

Total comprehensive loss for the
period
For the Three Months Ended
September 30
2017
2016
$ (11,491)
$ (16,725)


-

-


$ (11,491)
$ (16,725)
For the Three Months Ended
September 30
2017
2016
$ (11,491)
$ (16,725)


-

-


$ (11,491)
$ (16,725)
For the Nine Months Ended
September 30


2017
$ (11,491)


-


$ (11,491)
2017
2016
$ (74,687)
$ (20,343)

-

-

$ (74,687)
$ (20,343)

Investments accounted for by the equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on the financial statements that have not been reviewed. The Company’s management believes there is no material impact arising from applying the equity method accounting or the calculation of the share of profit or loss and other comprehensive income, due to the investee entities’ financial statement were not been reviewed.

Investments in Joint Venture

September September 30, December December 31, September September 30,
2017 2016 2016
Unlisted equity investments
Huada Digital Corporation $ - $ - $ -

At the end of the reporting period, the proportion of ownership and voting rights in joint venture held by the Company were as follows:

September 30, December 31, September 30,
Name of Joint Venture 2017 2016 2016
Huada Digital Corporation - - -

The Company set up a subsidiary Huada Digital Corporation (“Huada”), whose main business is to provide software services, in December 2009. In October 2011, Chunghwa Telecom Co., Ltd. invested in Huada. In March 2012, Huada held a shareholders’ meeting and re-elected its directors and supervisors. As a result, the investment type was changed to joint venture and the Company continued to account for the subject equity investment under the equity method. The dissolution of Huada was approved in its shareholders’ meeting held in March 2016 and the date of dissolution was set on March 31, 2016. The liquidation process had been completed on July 31, 2016.

Aggregate information of joint venture that are not individually material:

The Company’s share of:
Gain (loss) from continuing
operations

Other comprehensive income


Total comprehensive loss for the
period
For the Three Months Ended
September 30
2017
2016
$ -
$ 152


-

-


$ -
$ 152
For the Three Months Ended
September 30
2017
2016
$ -
$ 152


-

-


$ -
$ 152
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30



2017
$ -


-

$ -


2017
$ -

-


$ -
2016
$ (25,733)

-
$ (25,733)
  • 25 -

Investments in joint venture accounted for by the equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on the financial statements that have not been reviewed. The Company’s management believes there is no material impact arising from applying the equity method accounting or the calculation of the share of profit or loss and other comprehensive income, due to the investee entities’ financial statements were not been reviewed.

17. PROPERTY, PLANT AND EQUIPMENT

September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Carrying amounts
Land $ 4,678,100 $ 4,674,792 $ 4,678,087
Buildings 5,309,527 5,473,812 5,537,828
Machinery and equipment 909,347 1,267,842 1,441,998
Other equipment 497,138
609,050
642,232

$ 11,394,112
$ 12,025,496
$ 12,300,145

Movement of property, plant and equipment for the nine months ended September 30, 2017 and 2016 were as follows:

Cost
Balance, beginning of period

Additions
Disposals
Reclassification
Effect of foreign currency exchange
differences

Balance, end of period

Accumulated depreciation
Balance, beginning of period
Depreciation expenses
Disposals
Reclassification
Effect of foreign currency exchange
differences

Balance, end of period

Accumulated impairment
Balance, beginning of period
Disposals
Reclassification
Effect of foreign currency exchange
differences

Balance, end of period

Net book value, end of period
2017







Land
$ 4,674,792
-
-
-

3,308


4,678,100

-
-
-
-

-


-

-
-
-

-


-

$ 4,678,100
Buildings
Machinery and
Equipment
$ 7,321,116
$ 13,614,889


30,151
99,968

-
(158,301)

-
(59,186)

12,112

(41,243)


7,363,379
13,456,127


1,847,304
11,816,261

204,818
417,076

-
(154,894)

-
(21,013)

1,730

(33,374)


2,053,852
12,024,056


-
530,786

-
(9)

-
(7,868)

-

(185)


-

522,724

$ 5,309,527
$ 909,347
Other
Equipment
$ 2,301,452

50,433

(25,904)
-

(27,149)


2,298,832

1,686,963

146,327
(21,936)

-

(15,067)


1,796,287

5,439

(3)

-

(29)


5,407

$ 497,138
Total
$ 27,912,249
180,552

(184,205)
(59,186)

(52,972)
27,796,438
15,350,528
768,221
(176,830)

(21,013)

(46,711)
15,874,195
536,225

(12)

(7,868)

(214)

528,131
$ 11,394,112
  • 26 -
Cost
Balance, beginning of period

Additions
Disposals

Reclassification
Effect of foreign currency exchange
differences

Balance, end of period

Accumulated depreciation
Balance, beginning of period
Depreciation expenses
Disposals
Reclassification
Effect of foreign currency exchange
differences

Balance, end of period

Accumulated impairment
Balance, beginning of period
Impairment loss

Balance, end of period

Net book value, end of period
2016








Land
$ 6,470,507
-
(1,771,623)
6,587

(27,384)


4,678,087

-
-
-
-

-


-

-

-


-

$ 4,678,087
Buildings
Machinery and
Equipment
$ 7,361,368
$ 13,754,405


258,408
113,691

-
(25,635)

(201,433)
(11,100)

(99,551)

(208,754)


7,318,792
13,622,607


1,590,155
10,912,770

201,507
937,454

-
(19,714)

-
(6,443)

(10,698)

(164,421)


1,780,964
11,659,646


-
520,963

-

-


-

520,963

$ 5,537,828
$ 1,441,998
Other
Equipment
$ 2,507,338

84,086

(197,471)
(1,173)

(73,743)


2,319,037

1,634,316

243,640
(155,011)

(547)

(48,877)


1,673,521

3,284

-


3,284

$ 642,232
Total
$ 30,093,618
456,185
(1,994,729)
(207,119)

(409,432)
27,938,523
14,137,241
1,382,601
(174,725)

(6,990)

(223,996)
15,114,131
524,247

-

524,247
$ 12,300,145

In order to reduce the cost and to improve the operational efficiency, the Company had sold part of the land in Taoyuan in May 2016 for NT$2,880,000 thousand and the net gain on disposal of the property was NT$1,108,377 thousand.

The above items of property, plant and equipment were depreciated on a straight-line basis over the estimated useful lives as follows:

Buildings 5-50 years Machinery and equipment 3-6 years Other equipment 3-5 years

The major component parts of the buildings held by the Company included plants, electro-powering machinery and engineering systems, etc., which were depreciated over their estimated useful lives of 40 to 50 years, 20 years and 5 to 10 years, respectively.

There were no capitalized interests for the nine months ended September 30, 2017 and 2016.

  • 27 -

18. INVESTMENT PROPERTIES, NET

Movement of investment properties, net for the nine months ended September 30, 2017 and 2016 were as follows:

Cost
Balance, beginning of period

Eliminations
Reclassification

Effect of foreign currency exchange differences

Balance, end of period

Accumulated depreciation
Balance, beginning of period
Depreciation expense
Eliminations
Reclassification
Effect of foreign currency exchange differences

Balance, end of period

Net book value, end of period
2017
$ 1,829,827

(1,504)
(1,791,715)
(36,608)

-




302,826

5,936

(1,504)
(301,200)
(6,058)

-


$ -
2016
$ 1,992,798

-

-

(133,674)

1,859,124

284,309

34,804

-

-

(20,733)

298,380
$ 1,560,744

The investment properties were depreciated using the straight-line method over their estimated useful lives as follows:

Main buildings 50 years Air-conditioning 5-10 years Others 3-5 years

The Company passed a resolution to dispose investment properties in March 2017. As of September 30, 2017, the investment properties were reclassified as non-current assets held for sale since the transferring process has not yet been completed. For the detail, please refer to Note 14.

19. INTANGIBLE ASSETS

September 30, December 31, September 30,
2017 2016 2016
Carrying amounts
Patents $ 2,473,085
$ 3,547,151
$ 3,742,031
Goodwill 65,962 - -
Other intangible assets
150,908

331,205

403,838
$ 2,689,955

$ 3,878,356

$ 4,145,869
  • 28 -

Movements of intangible assets for the nine months ended September 30, 2017 and 2016 were as follows:

Cost
Balance, beginning of period

Additions
Eliminations
Effect of foreign currency
exchange differences

Balance, end of period

Accumulated amortization
Balance, beginning of period
Amortization expenses
Eliminations
Effect of foreign currency
exchange differences

Balance, end of period

Accumulated impairment
Balance, beginning of period
Effect of foreign currency
exchange differences

Balance, end of period

Net book value, end of period

Cost
Balance, beginning of period

Additions
Effect of foreign currency
exchange differences

Balance, end of period

Accumulated amortization
Balance, beginning of period
Amortization expenses
Effect of foreign currency
exchange differences

Balance, end of period
2017 2017







Patents
$ 12,197,140
-
-

(591,150)


11,605,990

8,538,904
865,506
-

(382,590)


9,021,820

111,085

-


111,085

$ 2,473,085
Goodwill
Other
Intangible
Assets
$ 684,668 $ 1,840,154

66,501
-

-
(7,093)

(31,707)

(33,814)


719,462

1,799,247


-
1,333,403

-
179,620

-
(7,093)

-

(22,419)


-

1,483,511


684,668
175,546

(31,168)

(10,718)


653,500

164,828

$ 65,962
$ 150,908

2016
Total
$ 14,721,962

66,501

(7,093)

(656,671)

14,124,699

9,872,307

1,045,126

(7,093)

(405,009)

10,505,331

971,299

(41,886)

929,413
$ 2,689,955




Patents
$ 12,434,890
-

(509,701)


11,925,189

7,336,883
1,027,177

(291,987)


8,072,073
Goodwill
$ 697,203

-

(26,873)


670,330


-

-

-


-
Other
Intangible
Assets
$ 1,785,537

75,146

(34,321)


1,826,362


1,031,158

241,897

(21,145)


1,251,910
Total
$ 14,917,630

75,146

(570,895)

14,421,881

8,368,041

1,269,074

(313,132)

9,323,983
(Continued)
  • 29 -
Accumulated impairment
Balance, beginning of period

Effect of foreign currency
exchange differences

Balance, end of period

Net book value, end of period
2016 2016



Patents
$ 111,085

-


111,085

$ 3,742,031
Goodwill
$ 697,203

(26,873)


670,330

$ -
Other
Intangible
Assets
$ 179,857

(9,243)


170,614

$ 403,838
Total
$ 988,145

(36,116)

952,029
$ 4,145,869
(Concluded)

The Company owns patents of graphics technologies. As of September 30, 2017, December 31, 2016 and September 30, 2016, the carrying amounts of such patents were NT$2,461,794 thousand, NT$3,529,477 thousand and NT$3,724,356 thousand, respectively. The patents will be fully amortized over their remaining economic lives.

20. SHORT-TERM BORROWINGS

September 30, December 31, September 30,
2017 2016 2016
Unsecured borrowings
Line of credit borrowings $ 2,000,000
$ -
$ -

As of September 30, 2017, the interest rate was 1.05%-1.15% per annum.

21. NOTE AND TRADE PAYABLES

September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Notes payable $ 305 $ 580 $ 655
Trade payables 18,774,587
26,247,148
29,433,139
$ 18,774,892
$
26,247,728

$
29,433,794

The average term of payment is two to four months. The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms. According to the payment obligation adjusted by periodical negotiation with suppliers, it was recognized as an adjustment to operating costs or expenses by its nature.

  • 30 -

22. OTHER LIABILITIES

September 30,
2017


Other payables


Accrued expenses
$ 12,060,980
Payables for purchase of equipment

100,655

$ 12,161,635

Other liabilities
Advance receipts (Note 14)
$ 2,814,591
Agency receipts
120,564
Others

246,454

$ 3,181,609

Current
$ 3,124,798
Non-current

56,811

$ 3,181,609

Accrued Expenses
September 30,
2017
Marketing
$ 6,295,994
Salaries and bonuses
1,983,750
Materials and molding expenses
1,885,024
Services
757,111
Import, export and freight
257,082
Insurance
110,414
Repairs, maintenance and sundry purchase
94,263
Others

677,342

$ 12,060,980
December 31,
2016
September 30,
2016
$ 18,254,905 $ 18,626,365

93,829

110,905
$ 18,348,734
$ 18,737,270
$ 2,397,707 $ 2,750,591

434,266
342,046

172,459

148,680
$ 3,004,432
$ 3,241,317
$ 3,004,432 $ 2,849,280

-

392,037
$ 3,004,432
$ 3,241,317
December 31,
2016
September 30,
2016
$ 9,791,579 $ 10,563,351

2,029,695
2,158,433

3,077,500
2,672,550

1,196,062
1,261,575

651,893
580,522

137,183
117,624

98,773
113,063

1,272,220

1,159,247

$ 18,254,905
$ 18,626,365

The Company accrued marketing expenses on the basis of related agreements and other factors that would significantly affect the accruals.

23. PROVISIONS

September 30, December 31, September 30,
2017 2016 2016
Warranties $ 2,561,491
$ 3,010,969
$ 4,367,872
Provisions for contingent loss on purchase orders
305,561

373,342

515,140
$ 2,867,052

$ 3,384,311

$ 4,883,012
  • 31 -

Movement of provisions for the nine months ended September 30, 2017 and 2016 were as follows:

Balance, beginning of period

Provisions recognized (reversed)
Usage

Effect of foreign currency exchange differences

Balance, end of period

Balance, beginning of period

Provisions recognized (reversed)
Usage

Effect of foreign currency exchange differences

Balance, end of period
2017



Warranty
Provision
Provisions for
Contingent
Loss on
Purchase
Orders
$ 3,010,969
$ 373,342

2,077,568
(5,693)
(2,516,322)
(62,088)

(10,724)

-

$ 2,561,491
$ 305,561

2016
Total
$ 3,384,311

2,071,875
(2,578,410)

(10,724)
$ 2,867,052



Warranty
Provision
Provisions for
Contingent
Loss on
Purchase
Orders
$ 5,314,365
$ 677,893

2,990,552
(129,306)
(3,901,078)
(33,447)

(35,967)

-

$ 4,367,872
$ 515,140
Total
$ 5,992,258

2,861,246
(3,934,525)

(35,967)
$ 4,883,012

The Company provides warranty service for its customers. The warranty period varies by product and is generally one year to two years. The warranties are estimated on the basis of evaluation of the products under warranty, historical warranty trends, and pertinent factors.

The provision for contingent loss on purchase orders is estimated after taking into account the effects of changes in the product market, evaluating the foregoing effects on inventory management and adjusting the Company’s purchases.

24. EQUITY

Share Capital

  • a. Ordinary shares
September 30,
2017

Numbers of shares authorized (in thousands
of shares)

1,000,000

Shares authorized
$ 10,000,000

Number of shares issued and fully paid (in
thousands of shares)

821,528

Shares issued
$ 8,215,276
December 31,
2016
September 30,
2016

1,000,000

1,000,000
$ 10,000,000
$ 10,000,000

822,009

822,850
$ 8,220,087
$ 8,228,499
  • 32 -

In July 2016, the Company issued 2,657 thousand of restricted shares amounting to NT$26,570 thousand. In February, May and August 2016, the Company retired 118 thousand, 223 thousand and 176 thousand restricted shares for employees amounting to NT$1,180 thousand, NT$2,224 thousand and NT$1,762 thousand, respectively. In February and August 2016, the Company retired 4,110 thousand and 7,050 thousand treasury shares amounting to NT$41,100 thousand and NT$70,500 thousand, respectively. As a result, the amount of the Company’s outstanding ordinary shares as of September 30, 2016 decreased to NT$8,228,499 thousand, divided into 822,850 thousand ordinary shares at NT$10 par value. Every ordinary share carries one vote per share and a right to dividends.

In March, May and July 2017, HTC retired 105 thousand, 109 thousand and 268 thousand restricted shares for employees amounting to NT$1,045 thousand, NT$1,090 thousand and NT$2,676 thousand, respectively. As a result, HTC’s issued and outstanding common stock as of September 30, 2017 decreased to NT$8,215,276 thousand, divided into 821,528 thousand ordinary shares at NT$10 par value. Every ordinary share carries one vote per share and a right to dividends.

80,000 thousand shares of HTC’s common shares authorized were reserved for the issuance of employee share options.

b. Global depositary receipts

In November 2003, HTC issued 14,400 thousand ordinary shares corresponding to 3,600 thousand units of Global Depositary Receipts (“GDRs”). For this GDR issuance, HTC’s stockholders, including Via Technologies, Inc., also issued 12,878.4 thousand ordinary shares, corresponding to 3,219.6 thousand GDR units. Thus, the entire offering consisted of 6,819.6 thousand GDR units. Taking into account the effect of stock dividends, the GDRs increased to 8,782.1 thousand units (36,060.5 thousand shares). The holders of these GDRs requested HTC to redeem the GDRs to get HTC’s ordinary shares. As of September 30, 2017, there were 5,757 thousand units of GDRs redeemed, representing 23,026 thousand ordinary shares, and the outstanding GDRs represented 13,034 thousand ordinary shares or 1.59 % of HTC’s outstanding ordinary shares.

Capital Surplus

September 30, December 31, September 30,
2017 2016 2016
May be used to offset a deficit, distributed as cash
dividends, or transferred to share capital
Arising from issuance of ordinary shares
$ 14,121,223 $ 14,121,223 $ 14,121,223
Arising from consolidation excess 23,288 23,288
23,288
Arising from expired stock options 167,446
84,462

93,697
May not be used for any purpose

Arising from employee share options 594,389
645,111


641,787
Arising from employee restricted shares

745,368

740,557

726,478
$ 15,651,714

$ 15,614,641

$ 15,606,473

The capital surplus arising from shares issued in excess of par (including share premium from issuance of ordinary shares, treasury share transactions, consolidation excess and expired stock options) and donations may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).

  • 33 -

In February and August 2016, the retirement of treasury shares caused a decrease of NT$70,715 thousand and NT$120,988 thousand in additional paid-in capital - issuance of ordinary shares, NT$117 thousand and NT$199 thousand in capital surplus - consolidation excess and NT$177 thousand and NT$573 thousand in capital surplus - expired stock options, respectively. The excess of the carrying value of treasury shares retired over the sum of its par value and premium from issuance of ordinary share was offset against unappropriated earnings, totaling NT$88,846 thousand and NT$244,609 thousand, respectively.

For details of capital surplus - employee share options and employee restricted shares, please see Note 30.

Retained Earnings and Dividend Policy

Under HTC’s Articles of Incorporation, HTC should make appropriations from its net income in the following order:

  • a. To pay taxes.

  • b. To cover accumulated losses, if any.

  • c. To appropriate 10% legal reserve unless the total legal reserve accumulated has already reached the amount of HTC’s authorized capital.

  • d. To recognize or reverse special reserve return earnings.

  • e. The Board of Directors shall propose allocation ratios for any remainder profit after withholding the amounts under subparagraphs a. to d. above plus any unappropriated retained earnings of previous years based on the dividend policy set forth in the Article and propose such allocation ratio at the shareholders’ meeting.

As part of a high-technology industry, HTC considers its operating environment, industry developments, and long-term interests of shareholders as well as its programs to maintain operating efficiency and meet its capital expenditure budget and financial goals when determining the stock or cash dividends to be paid. HTC’s dividend policy stipulates that at least 50% of total dividends may be distributed as cash dividends.

In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. HTC has amended the policy of its earnings distribution as stipulated in its Articles of Incorporation in order to comply with the aforementioned law amendments with an approval from the resolution of the shareholders’ meeting, and stipulated an additional policy of employees’ compensation on June 24, 2016. For information about the accrual basis of the employees’ compensation and remuneration to directors and supervisors and the actual appropriations, see employee benefits expense section as stated in Note 26.

Appropriation of earnings to legal reserve shall be made until the legal reserve equals the HTC’s capital. Legal reserve may be used to offset deficit. If HTC has no accumulated deficit and the legal reserve has exceeded 25% of its issued and outstanding capital stock, the excess may be transferred to capital stock or distributed in cash.

The loss off-setting for 2016 and 2015 had been resolved in the shareholders’ meeting on June 15, 2017 and June 24, 2016, respectively.

Information on the earnings appropriation proposed by the HTC’s Board of Directors and approved by the HTC’s shareholders is available on the Market Observation Post System website of the Taiwan Stock Exchange.

  • 34 -

Other Equity

September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Exchange differences on translating foreign
operations $ (1,942,747) $
(781,298)
$
(748,197)
Unrealized gain (loss) on available-for-sale
financial assets 16,792 (167,082) (79,317)
Unearned employee benefit
(128,437)
(253,922)
(323,031)
$ (2,054,392)
$
(1,202,302)

$
(1,150,545)
  • a. Exchange differences on translating foreign operations

Exchange differences relating to the translation of the results and net assets of the Company’s foreign operations from their functional currencies to the Company’s presentation currency (New Taiwan dollars) were recognized directly in other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve were reclassified to profit or loss on the disposal of the foreign operation.

  • b. Unrealized gain or loss on available-for-sale financial assets

Unrealized gains or losses on available-for-sale financial assets represents the cumulative gains and losses arising on the revaluation of AFS financial assets that have been recognized in other comprehensive income, net of amounts reclassified to profit or loss when those assets have been disposed of or are determined to be impaired.

c. Cash flow hedge

The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments that are recognized and accumulated under the heading of cash flow hedging reserve will be transferred to profit or loss only when the hedged transaction affects the profit or loss, or included as a basis adjustment to the non-financial hedged item.

  • d. Unearned employee benefit

In the meeting of shareholders on June 2, 2015 and June 19, 2014, the shareholders approved a restricted stock plan for employees. See Note 30 for the information of restricted shares issued.

Balance, beginning of period

Issuance of shares
Share-based payment expenses recognized

Balance, end of period
For the Nine Months Ended
September 30


2017
2016
$ (253,922)
$ (371,369)
-
(158,471)
125,485

206,809

$ (128,437)
$ (323,031)
  • 35 -

Treasury Shares

On August 24, 2015, HTC’s Board of Directors passed a resolution to buy back 50,000 thousand common shares from the open market. The repurchase period was between August 25, 2015 and October 24, 2015, and the repurchase price ranged from NT$35 to NT$60 per share. If HTC’s share price was lower than this price range, HTC might continue to buy back its shares. HTC had bought back 4,110 thousand shares for NT$200,955 thousand during the repurchase period, which were retired by HTC’s Board of Directors on February 29, 2016, and such retired shares had been properly deregistered subsequently.

On May 14, 2016, HTC’s Board of Directors passed a resolution to buy back 40,000 thousand company shares from the open market. The repurchase period was between May 16, 2016 and July 15, 2016, and the repurchase price ranged from NT$47 to NT$70 per share. If HTC’s share price was lower than this price range, HTC might continue to buy back its shares. HTC had bought back 7,050 thousand shares for NT$436,869 thousand during the repurchase period which retired by HTC’s Board of Directors on August 2, 2016, and had cancelled the registration of retired shares.

(In Thousands of Shares)

Number of
Shares, Addition Reduction Number of
Beginning of During the During the Shares, End of
Reason to Reacquire Period Period Period Period
For the nine months ended
September 30, 2016
To maintain the Company’s
credibility and stockholders’
interest
4,110

7,050

11,160
-

Based on the Securities and Exchange Act of the ROC, the number of reacquired shares should not exceed 10% of a company’s issued and outstanding shares, and the total purchase amount should not exceed the sum of the retained earnings, additional paid-in capital in excess of par and realized capital surplus.

Under the Securities and Exchange Act, HTC shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as rights to dividends and to vote.

25. OPERATING REVENUES

Sale of goods

Other operating income


For the Three Months Ended
September 30
2017
2016
$ 14,220,525 $ 21,081,373

1,485,170

1,148,961



$ 15,705,695
$ 22,230,334
For the Nine Months Ended
September 30



2017
$ 14,220,525

1,485,170


$ 15,705,695



2017
2016
$ 44,354,758 $ 53,702,865

2,017,669

2,210,575


$ 46,372,427
$ 55,913,440
  • 36 -

26. NET LOSS FROM CONTINUING OPERATIONS AND OTHER COMPREHENSIVE INCOME AND LOSS

a. Other income

Interest income
Bank deposits

Other receivables

Other


Dividends

Others



Other gains and losses
Net gain on disposal of
non-current assets held for
sale (Note 14)

Net (loss) gain on the disposal
of property, plant and
equipment

Net gain on sale of financial
assets measured at cost

Net foreign exchange gain

Net loss arising from financial
instruments classified as held
for trading

Ineffective portion of cash flow
hedge (Note 8)

Other loss

For the Three Months Ended
September 30
2017
2016
$ 62,111
$ 53,497

-
-

4,255

26,283


66,366
79,780

8,135
32,284
43,117

28,919

$ 117,618
$ 140,983

For the Three Months Ended
September 30
2017
2016
$ - $ -

(13)
3,629

-
-

134,207
243,600

(47,599)
(149,120)

-
-
(6,445)

(13,952)

$ 80,150
$ 84,157
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30













2017
2016
$ 190,738
$ 168,270
-

39,041

26,598

98,656

217,336
305,967

23,997
138,761
279,051

91,890

$ 520,384
$ 536,618
For the Nine Months Ended
September 30







2017
$ -

(13)

-

134,207

(47,599)

-
(6,445)

$ 80,150







2017
$ -

(4,943)

24,305

346,266

(47,599)

3,538
(15,559)

$ 306,008
2016
$ 2,091,594

1,106,773

-

337,443

(149,120)

2,056

(70,329)
$ 3,318,417

b. Other gains and losses

Gain or loss on financial assets and liabilities held for trading was derived from forward exchange transactions. The Company entered into forward exchange transactions to manage exposures related to exchange rate fluctuations of foreign currency denominated assets and liabilities.

  • 37 -

c. Impairment loss (reversal gain) on financial assets

Trade receivables

Other receivables


For the Three Months Ended
September 30
2017
2016
$ - $ -


-

400,000


$ -
$ 400,000
For the Three Months Ended
September 30
2017
2016
$ - $ -


-

400,000


$ -
$ 400,000
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30



2017
$ -

-

$ -


2017
$ (362,870)

-


$ (362,870)
2016
$ (299,951)

700,000
$ 400,049

d. Depreciation and amortization

Property, plant and equipment
Investment properties

Intangible assets




An analysis of depreciation - by
function

Operating costs

Operating expenses

Other losses



An analysis of amortization -
by function

Operating costs

Operating expenses

For the Three Months Ended
September 30
2017
2016
$ 242,243 $ 396,974

-
10,793

344,464

377,248

$ 586,707
$ 785,015

$ 69,499 $ 266,712

172,744
130,262

-

10,793

$ 242,243
$ 407,767

$ 245 $ 724

344,219

376,524

$ 344,464
$ 377,248
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30















2017
$ 242,243

-

344,464

$ 586,707

$ 69,499

172,744

-

$ 242,243

$ 245

344,219

$ 344,464










2017
$ 768,221

5,936

1,045,126

$ 1,819,283



$ 216,082

552,139

5,936

$ 774,157



$ 1,498

1,043,628

$ 1,045,126
2016
$ 1,382,601
34,804

1,269,074
$ 2,686,479
$ 788,280

594,321

34,804
$ 1,417,405
$ 2,251

1,266,823
$ 1,269,074
  • e. Employee benefits expense
Short-term benefits

Post-employment benefits

Defined contribution plans

Defined benefit plans

For the Three Months Ended
September 30
2017
2016
$ 2,742,994
$ 2,586,986


104,788
109,326

1,819

1,815


106,607

111,141
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30




2017
$ 2,742,994


104,788

1,819


106,607



2017
$ 8,356,711



319,426

5,450


324,876
2016
$ 8,549,511

353,413

5,439

358,852
(Continued)
  • 38 -
Share-based payments
(Note 30)
Equity-settled share-based
payments


Total employee benefits
expense


An analysis of employee
benefits expense - by
function

Operating costs

Operating expenses


For the Three Months Ended
September 30
2017
2016
$ 52,529
$ 129,356

$ 2,902,130
$ 2,827,483

$ 609,025 $ 745,152

2,293,105

2,082,331

$ 2,902,130
$ 2,827,483
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30








2017
$ 52,529

$ 2,902,130

$ 609,025

2,293,105

$ 2,902,130




2017
$ 157,747


$ 8,839,334



$ 1,860,834

6,978,500


$ 8,839,334
2016
$ 363,131
$ 9,271,494
$ 2,195,746

7,075,748
$ 9,271,494
(Concluded)

In compliance with the Company Act as amended in May 2015, the shareholders held their meeting and resolved amendments to HTC’s Articles of Incorporation on June 24, 2016; the amendments stipulate distribution of employees’ compensation and remuneration to directors and supervisors at the rates no less than 4% and no higher than 0.25%, respectively, of net profit before income tax, employees’ compensation, and remuneration to directors and supervisors. No employee’s compensation and remuneration to directors and supervisors were estimated as the Company reported net losses for the nine months ended September 30, 2017 and 2016.

If there is a change in the proposed amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in accounting estimate in the subsequent year.

For any further information of the employees’ compensation and remuneration to directors and supervisors approved in the meeting of Board of Directors in 2017 and 2016, see disclosures in the “Market Observation Post System”.

  • f. Impairment loss on non-financial assets

Inventories (included in
operating costs)
For the Three Months Ended
September 30
2017
2016
$ 534,946
$ 1,494,817
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30

2017
$ 534,946
2017

$ 2,772,973
2016
$ 2,518,889
  • g. Gain or loss on foreign currency exchange
Foreign exchange gain

Foreign exchange loss
For the Three Months Ended
September 30
2017
2016
$ 692,104 $ 1,625,209

(557,897) (1,381,609)
For the Nine Months Ended
September 30
2017
2016
$ 4,688,726 $ 4,334,367
(4,342,460) (3,996,924)
(Continued)
  • 39 -
Valuation loss arising from
financial instruments
classified as held for trading
Ineffective portion of cash flow
hedge


For the Three Months Ended
September 30
2017
2016
$ (47,599) $ (149,120)

-

-

$ 86,608
$ 94,480
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30



2017
$ (47,599)

-

$ 86,608


2017
$ (47,599)

3,538


$ 302,205
2016
$ (149,120)

2,056
$ 190,379
(Concluded)

27. INCOME TAXES RELATING TO CONTINUING OPERATIONS

a. Income tax benefit (expense) recognized in profit or loss

For the Three Months Ended For the Three Months Ended For the Three Months Ended For the Three Months Ended For the Three Months Ended For the Nine For the Nine Months Ended Months Ended
September 30 September 30
2017 2016 2017 2016
Current tax
In respect of the current
period
$ (17,188) $ (64,992) $ (104,555) $ (204,165)
Land value increment
- - - (226,333)
Adjustments for prior periods 27,955
-
87,955
-
10,767 (64,992) (16,600) (430,498)
Deferred tax
In respect of the current
period
(3,487)
64,212
41,539
201,771

Income tax benefit (expense)
recognized in profit or loss
$ 7,280
$ (780)
$
24,939
$ (228,727)
Integrated income tax
The imputation credit account (“ICA”) information as of September 30, 2017, December 31, 2016 and
September 30, 2016, were as follows:
September 30, December 31, September 30,
2017 2016 2016
Unappropriated earnings generated on and
after January 1, 1998 $ 3,739,344 $ 10,841,425
$ 13,984,261
Balance of ICA $ 8,196,519 $ 8,196,519
$ 8,196,056

b. Integrated income tax

Under the Income Tax Law of ROC, for distribution of earnings generated after January 1, 1998, the imputation credits allocated to ROC resident shareholders of HTC was calculated based on the creditable ratio as of the date of dividend distribution. The actual imputation credits allocated to shareholders of HTC was based on the balance of the ICA as of the date of dividend distribution. Therefore, the expected creditable ratio for the earnings may differ from the actual creditable ratio to be used in allocating imputation credits to the shareholders.

  • 40 -

c. Income tax assessments

HTC’s tax returns through 2015 had been assessed by the tax authorities. HTC disagreed with the tax authorities’ assessment of its 2014 and 2015 tax return and applied for a re-examination. Nevertheless, to be conservative, HTC had accrued for the income tax assessed by the tax authorities.

The income tax returns of Yoda Co., Ltd., Communication Global Certification Inc., HTC Investment Corporation and HTC I Investment Corporation for the years through 2015 have been examined and approved by the tax authorities.

28. LOSS PER SHARE

Unit: NT$ Per Share


Basic loss per share
For the Three Months Ended
September 30
2017
2016


$ (3.80)
$ (2.18)
For the Three Months Ended
September 30
2017
2016


$ (3.80)
$ (2.18)
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30

2017
$ (3.80)
2017

$ (8.64)
2016
$ (9.05)

The loss and weighted average number of ordinary shares outstanding for the computation of loss per share were as follows:

Net Loss for the Period


Loss for the period attributable to
owners of the parent

Shares

Weighted average number of
ordinary shares in computation
of basic loss per share
For the Three Months Ended
September 30
2017
2016
$ (3,118,965)
$ (1,789,387)

For the Three Months Ended
September 30
2017
2016
821,565
822,407
For the Three Months Ended
September 30
2017
2016
$ (3,118,965)
$ (1,789,387)

For the Three Months Ended
September 30
2017
2016
821,565
822,407
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30

2017
2016

$ (7,102,081)
$ (7,464,716)
Unit: In Thousands of Shares
For the Nine Months Ended
September 30

2017
821,565
2017

821,774
2016
824,744

Shares

Unit: In Thousands of Shares

Since part of the exercise price of the employee share options issued by the Company exceeded the average market price of the shares during July 1, 2017 to September 30, 2017 and 2016, and the nine months ended September 30, 2017 and 2016, respectively, as loss per share, they were anti-dilutive and excluded from the computation of diluted earnings per share.

  • 41 -

29. BUSINESS COMBINATIONS

a. Subsidiaries acquired

Proportion of
Voting Equity
Date of Interests Consideration
Principal Activity Acquisition Acquired (%)
Transferred
VRChat. Inc. and its Development of virtual

August 2, 2017

56.04
$ 118,756
subsidiary reality devices

VRChat. Inc. and its subsidiary were invested in August 2017 by the Company to diversify the range of virtual reality development. The Company acquired 56.04% equity interest in VRChat, Inc. by investing US$3,649 thousand in cash and the convertible bonds amounted to US$275 thousand converted to preferred shares. VRChat, Inc. and its subsidiary were incorporated in consolidated financial statement by its acquisition of control.

b. Considerations transferred

VRChat. Inc. VRChat. Inc.
Convertible bonds converted to preferred shares $ 8,322
Cash 110,434
$ 118,756
Assets acquired and liabilities assumed at the date of acquisition
VRChat. Inc.
Current assets
Cash and cash equivalents $ 125,865
Current liabilities
Other payables (32,619)
$ 93,246
  • c. Assets acquired and liabilities assumed at the date of acquisition

d. Non-controlling interests

The non-controlling interest (43.96% ownership interest in VRChat. Inc.) recognized at the acquisition date was measured by reference to the percentage of net assets.

e. Goodwill recognized on acquisition

VRChat. Inc. VRChat. Inc.
Consideration transferred $ 118,756
Plus: Non-controlling interests (43.96% in VRChat. Inc.) 40,991
Less: Fair value of identifiable net assets acquired (93,246)
Goodwill recognized on acquisition $ 66,501
  • 42 -

The goodwill recognized in the acquisition of VRChat. Inc. and its subsidiary mainly represents the control premium included in the cost of the combination. In addition, the consideration paid for the combination effectively included amounts attributed to the benefits of expected synergies, revenue growth, future market development and the assembled workforce of VRChat. Inc. and its subsidiary. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

  • f. Net cash inflow on acquisition of subsidiaries
VRChat. Inc. VRChat. Inc.
Consideration paid in cash $ (110,434)
Less: Cash and cash equivalent balances acquired 125,865
$
15,431
  • g. Impact of acquisitions on the results of the Group

The results of the acquirees since the acquisition date included in the consolidated statements of comprehensive income were as follows:

VRChat. Inc.
Revenue $ -
Loss $ (19,261)

Had these business combinations been in effect at the beginning of the annual reporting period, the Company’s revenue from continuing operations would have been NT$46,372,427 thousand, and the loss from continuing operations would have been (NT$7,137,256) thousand for the nine months ended September 30, 2017. This pro-forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on August 2, 2017, nor is it intended to be a projection of future results.

30. SHARE-BASED PAYMENT ARRANGEMENTS

Employee Share Option Plan of the Company

Qualified employees of HTC and its subsidiaries were granted 15,000 thousand options in November 2013. Each option entitles the holder to subscribe for one ordinary share of HTC. The options granted are valid for 7 years and exercisable at certain percentages after the second anniversary from the grant date.

Qualified employees of HTC and its subsidiaries were granted 19,000 thousand options in October 2014. Each option entitles the holder to subscribe for one ordinary share of HTC. The options granted are valid for 10 years and exercisable at certain percentages after the second anniversary from the grant date.

Qualified employees of HTC and its subsidiaries were granted 1,000 thousand options in August 2015. Each option entitles the holder to subscribe for one ordinary share of HTC. The options granted are valid for 10 years and exercisable at certain percentages after the second anniversary from the grant date.

The exercise price equals to the closing price of HTC’s ordinary shares on the grant date. For any subsequent changes in the HTC’s ordinary shares, the exercise price is adjusted accordingly.

  • 43 -

Information on employee share options were as follows:

Balance, beginning of period
Options forfeited

Balance, end of period

Options exercisable, end of period
For the Nine Months Ended September 30
2017
Number of
Options
(In
Thousands)
Weighted-
average
Exercise Price
(NT$)
20,072
$136.65


(3,281)



16,791
137.49



12,784
2016
Number of
Options
(In
Thousands)
Weighted-
average
Exercise Price
(NT$)

24,964
$137.20

(3,153)


21,811
136.79


5,122

Information about outstanding options as of the reporting date were as follows:

September 30, December 31, September 30,
2017 2016 2016
Range of exercise price (NT$) $54.5-$149 $54.5-$149 $54.5-$149
Weighted-average remaining contractual life
(years) 5.50 years 6.30 years 6.56 years

Options granted in August 2015, October 2014 and November 2013 were priced using the trinomial option pricing model and the inputs to the model were as follows:

August 2015 October 2014 November 2013
Grant-date share price (NT$) $54.50 $134.50 $149.00
Exercise price (NT$) $54.50 $134.50 $149.00
Expected volatility 39.26% 33.46% 45.83%
Expected life (years) 10 years 10 years 7 years
Expected dividend yield 4.04% 4.40% 5.00%
Risk-free interest rate 1.3965% 1.7021% 1.63%

Expected volatility was based on the historical share price volatility over the past 1 year. The Company assumed that employees would exercise their options after the vesting date when the share price was 1.63 times the exercise price.

Employee Restricted Shares

In the shareholder meeting on June 19, 2014 and June 2, 2015, the shareholders approved a restricted stock plan for employees with a total amount of $50,000 thousand and $75,000 thousand, consisting of 5,000 thousand and 7,500 thousand shares, respectively. In 2014 and 2015 HTC’s Board of Directors passed a resolution to issue 5,000 thousand and 7,500 thousand shares, respectively.

The restrictions on the rights of the employees who acquire the restricted shares but have not met the vesting conditions are as follows:

  • a. The employees cannot sell, pledge, transfer, donate or in any other way dispose of these shares.

  • b. The employees holding these shares are entitled to receive cash and dividends in share.

  • c. The employees holding these shares have no voting rights.

  • 44 -

If an employee fails to meet the vesting conditions, HTC will recall or buy back and cancel the restricted shares. For the 2016 and the nine months ended September 30, 2017, HTC retired 1,358 thousand and 481 thousand restricted shares for employees amounting to NT$13,578 thousand and NT$4,811 thousand, respectively. As a result, the numbers of the HTC’s issued and outstanding employee restricted shares as of September 30, 2017 was 5,953 thousand shares. The related information was as follows:

Grant-date July 18, 2016 December 23, 2015 August 10, 2015 November 2, 2014
Grant-date fair value (NT$) $96.90
$76.20
$57.50 $134.50
Exercise price Gratuitous
Gratuitous
Gratuitous Gratuitous
Numbers of shares 2,657
4,006
400 4,600
(thousand shares)
Vesting period (years) 1-4 years
1-3 years
1-3 years 1-3 years

Compensation Cost of Share-based Payment Arrangements

Compensation cost of share-based payment arrangement recognized was NT$157,747 thousand and NT$363,131 thousand for the nine months ended September 30, 2017 and 2016, respectively.

31. CAPITAL RISK MANAGEMENT

The Company manages its capital to ensure its ability to continue as a going concern while maximizing the returns to shareholders. The Company periodically reviews its capital structure by taking into consideration macroeconomic conditions, prevailing interest rate, and adequacy of cash flows generated from operations; as the situation would allow, the Company pays dividends, issues new shares, repurchases shares, issues new debt, and redeems debt.

The Company is not subject to any externally imposed capital requirements.

32. FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments That Are Not Measured at Fair Value

Financial instruments not carried at fair value held by the Company include financial assets measured at cost and debt investments with no active market. The management considers that the carrying amounts of financial assets and financial liabilities not carried at fair value approximate their fair value or the fair value are not measured reliably.

Fair Value of Financial Instruments That Are Measured at Fair Value on a Recurring Basis

  • a. Fair value hierarchy

September 30, 2017

Financial assets at FVTPL
Derivative financial instruments

Available-for-sale financial assets
Domestic listed stocks - equity
investments

Overseas listed stocks - equity
investments

Level 1
$ -

$ 95

369,547

$369,642
Level 2
$ 95,099

$ -

-

$ -
Level 3
$ -

$ -

-

$ -
Total
$ 95,099
$ 95

369,547
$369,642
(Continued)
  • 45 -
Financial liabilities at FVTPL
Derivative financial instruments

December 31, 2016
Financial assets at FVTPL
Derivative financial instruments

Available-for-sale financial assets
Domestic listed stocks - equity
investments

Overseas listed stocks - equity
investments


Financial liabilities at FVTPL
Derivative financial instruments

September 30, 2016
Financial assets at FVTPL
Derivative financial instruments


Available-for-sale financial assets
Domestic listed stocks - equity
investments

Overseas listed stocks - equity
investments




Financial liabilities at FVTPL

Derivative financial instruments
Level 1
$ -

Level 1
$ -

$ 86

199,344

$ 199,430

$ -

Level 1
$ -

$ 92

277,464

$ 277,556

$ -
Level 2
$142,698

Level 2
$ 143,642

$ -

-

$ -

$ 133,420

Level 2
$ 18,017

$ -

-

$ -

$ 167,137
Level 3
$ -

Level 3
$ -

$ -

-

$ -

$ -

Level 3
$ -

$ -

-

$ -

$ -
Total
$142,698
(Concluded)
Total
$ 143,642
$ 86

199,344
$ 199,430
$ 133,420
Total
$ 18,017
$ 92

277,464
$ 277,556
$ 167,137

There were no transfers between Levels 1 and 2 for the nine months ended September 30, 2017 and 2016.

b. Valuation techniques and inputs applied for the purpose of measuring Level 2 fair value measurement

Financial Instruments Valuation Techniques and Inputs Derivatives - foreign currency Discounted cash flow: Future cash flows are estimated based contracts on observable forward exchange rates at the end of the reporting period and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties.

  • 46 -

Categories of Financial Instruments

September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Financial assets
FVTPL
Held for trading (Note 1) $ 223,720 $ 143,642 $ 18,017
Loans and receivables (Note 2) 34,015,787 53,495,584 54,511,668
Available-for-sale financial assets (Note 3) 3,579,172 3,563,166 3,499,060
Financial liabilities

FVTPL

Held for trading 142,698 133,420 167,137
Amortized cost (Note 4) 33,062,894 45,052,834 48,536,472
  • Note 1: The balances included financial assets held for trading and financial assets measured at cost held for trading.

  • Note 2: The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt investments with no active market, other financial assets, trade receivables, other receivables and refundable deposits.

  • Note 3: The balances included available-for-sale financial assets and the carrying amount of available-for-sale financial assets measured at cost.

  • Note 4: The balances included financial liabilities measured at amortized cost, which comprise short-term borrowings, note and trade payables, other payables, agency receipts and guarantee deposits received.

Financial Risk Management Objectives and Policies

The Company’s major financial instruments include equity and debt investments, trade receivables, other receivables, trade payables and other payables. The Company’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyze the exposures by degree and magnitude of risks. These risks include market risk, credit risk and liquidity risk.

The Company sought to minimize the effects of these risks by using derivative financial instruments and non-derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed by the Company’s policies approved by the Board of Directors, which provide written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies was reviewed by the internal auditors on a continuous basis. The Company did not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

The Corporate Treasury function reports quarterly to the Company’s supervisory and Board of Directors for monitoring risks and policies implemented to mitigate risk exposures.

  • a. Market risk

The Company’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates. The Company entered into a variety of derivative financial instruments to manage its exposure to foreign currency risk.

  • 47 -

There had been no change to the Company’s exposure to market risks or the manner in which these risks were managed and measured.

Foreign currency risk

The Company undertook transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arose. Exchange rate exposures were managed within approved policy parameters utilizing forward exchange contracts.

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities and of the derivatives exposing to foreign currency risk at the end of the reporting period are set out in Note 36.

Sensitivity analysis

The Company was mainly exposed to the currency United Stated dollars (“USD”), currency Euro (“EUR”), currency Renminbi (“RMB”) and currency Japanese yen (“JPY”).

The following table details the Company’s sensitivity to a 1% increase and decrease in the New Taiwan dollars (“NTD”, the functional currency) against the relevant foreign currencies. The sensitivity analysis included only outstanding foreign currency denominated monetary items and foreign currency forward contracts designated as cash flow hedges. A positive number below indicates an increase in pre-tax profit (loss) or equity associated with the NTD strengthens 1% against the relevant currency. For a 1% weakening of the NTD against the relevant currency, there would be an equal and opposite impact on pre-tax profit (loss) or equity, and the balances below would be negative.

Profit or Loss Profit or Loss Equity
For the nine months ended September 30, 2017
USD $ 45,153
$ (143,755)
EUR 482 (4,928)
RMB (6,486)
(106,084)
JPY (1,497) (1,384)
For the nine months ended September 30, 2016
USD 26,055
(157,677)
EUR (12,996) (19,145)
RMB (20,845)
(132,049)
JPY (1,240) (1,425)

b. Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. As at the end of reporting period, the Company’s maximum exposure to credit risk which will cause a financial loss to the Company due to failure of counterparties to discharge an obligation and financial guarantees provided by the Company could arise from the carrying amount of the respective recognized financial assets as stated in the balance sheets. The Company does not issue any financial guarantee involving credit risk.

The Company adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

The credit risk information of trade receivables are disclosed in the Note 11.

  • 48 -

c. Liquidity risk

The Company manages liquidity risk to ensure that the Company possesses sufficient financial flexibility by maintaining adequate reserves of cash and cash equivalents and reserve financing facilities, and also monitor liquidity risk of shortage of funds by the maturity date of financial instruments and financial assets.

  • 1) Liquidity risk rate tables for non-derivative financial liabilities

The following table details the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Company can be required to pay.

September 30, 2017

Non-derivative financial liabilities
Short-term borrowings

Note and trade payables
Other payables
Other current liabilities
Guarantee deposits received


December 31, 2016
Non-derivative financial liabilities
Note and trade payables

Other payables
Other current liabilities
Guarantee deposits received


September 30, 2016
Non-derivative financial liabilities
Note and trade payables

Other payables
Other current liabilities
Guarantee deposits received

Less Than
3 Months
$ 2,000,000
10,625,447
6,291,841
120,564

-

$ 19,037,852

Less Than
3 Months
$ 10,641,728
10,341,957
371,910

-

$ 21,355,595

Less Than
3 Months
$ 13,876,891
9,771,889
279,690

-

$ 23,928,470
3 Months to
1 Year
$ -

8,149,445

5,869,794

-

-

$ 14,019,239

3 Months to
1 Year
$ 15,606,000

8,006,777

62,356

-

$ 23,675,133

3 Months to
1 Year
$ 15,556,903

8,965,381

62,356

-

$ 24,584,640
Over 1 Year
$ -

-

-

-

5,803
$ 5,803
Over 1 Year
$ -

-

-

22,106
$ 22,106
Over 1 Year
$ -

-

-

23,362
$ 23,362
  • 49 -

  • 2) Liquidity risk rate tables for derivative financial instruments

The following table detailed the Company’s liquidity analysis for its derivative financial instruments. The table was based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross inflows and outflows on those derivatives that require gross settlement.

September 30, 2017

Net settled
Forward exchange contracts


Gross settled
Forward exchange contracts
Inflows

Outflows


December 31, 2016
Net settled
Forward exchange contracts

Gross settled
Forward exchange contracts
Inflows

Outflows


September 30, 2016
Net settled
Forward exchange contracts


Gross settled


Forward exchange contracts

Inflows

Outflows


Less Than
3 Months
$ 31,802

$ 19,497,643
(19,544,951)

$ (47,308)

Less Than
3 Months
$ 73,323

$ 15,227,772
(15,250,504)

$ (22,732)

Less Than
3 Months
$ (23,771)

$ 14,256,300
(14,338,878)

$ (82,578)
3 Months to 1
Year
$ -

$ -

-

$ -

3 Months to 1
Year
$ -

$ -

-

$ -

3 Months to 1
Year
$ -

$ -

-

$ -
Over 1 Year
$ -
$ -

-
$ -
Over 1 Year
$ -
$ -

-
$ -
Over 1 Year
$ -
$ -

-
$ -
  • 50 -

3) Bank credit limit

September 30, September 30, December 31, December 31, September 30, September 30,
2017 2016 2016
Unsecured bank general credit limit
Amount used $ 2,332,726 $ 710,857 $ 984,028
Amount unused 16,362,589
22,227,369
20,456,736
$ 18,695,315
$
22,938,226

$
21,440,764

Amount used was included short-term borrowings, guarantee for customs duties and for patent litigation.

33. RELATED-PARTY TRANSACTIONS

Balance, transactions, revenue and expenses between HTC and its subsidiaries, which are related parties of HTC, have been eliminated on consolidation and are not disclosed in this note. Besides as disclosed elsewhere in other notes, details of transactions between the Company and other related parties are disclosed below.

The Names and Relationships of Related-parties

Related-party
VIA Technologies Inc.

VIA Labs, Inc.

Way Chih Investment Co., Ltd.

HTC Education Foundation

TVBS Media Inc.

Hung-Mao Investment Co., Ltd.

Nan Ya Plastics Corporation

Atrust Computer Corporation

Employees’ Welfare Committee

Huada Digital Corporation

VIA Technologies (China) Co., Ltd.
Relationship with the Company
Its chairman in substance is HTC’s director
Its chairman in substance is HTC’s director
HTC’s supervisor
Its chairman in substance is HTC’s director
Same director as HTC’s
Its significant shareholder in substance is HTC’s chairwoman
Its director in substance and HTC’s chairwoman are relatives and
other relatives
Its chairman in substance is HTC’s general manager
Employees’ Welfare Committee of HTC
Joint Venture
The chairman of its parent company in substance is HTC’s director

Operating Sales

Joint venture

Employees’ Welfare Committee

Other related parties


For the Three Months Ended
September 30
2017
2016
$ -
$ -


-
360

6,357

1,831



$ 6,357
$ 2,191
For the Three Months Ended
September 30
2017
2016
$ -
$ -


-
360

6,357

1,831



$ 6,357
$ 2,191
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30




2017
$ -


-

6,357

$ 6,357




2017
$ -


-

12,324

$ 12,324
2016
$ 28,955
817

8,097
$ 37,869
  • 51 -

The following balances of trade receivables from related parties were outstanding at the end of the reporting period:

September 30, September 30, December 31, September 30, September 30,
2017 2016 2016
Other related parties $
974
$ 15,720 $
11

The selling prices for products sold to related parties were lower than those sold to third parties, except some related parties have no comparison with those sold to third parties. No guarantees had been given or received for trade receivables from related parties. No bad debt expense had been recognized for the nine months ended September 30, 2017 and 2016 for the amounts owed by related parties.

Purchase


Other related parties
For the Three Months Ended
September 30
2017
2016


$ -
$ -
For the Three Months Ended
September 30
2017
2016


$ -
$ -
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30

2017
$ -

2017
$ 2,392
2016
$ -

Purchase prices for related parties and third parties were similar.

The following balances of trade payables from related parties were outstanding at the end of the reporting period:

September September 30, December 31, December 31, September September 30,
2017 2016 2016
Other related parties $ - $
1,866
$ -

The outstanding balance of trade payables to related parties are unsecured and will be settled in cash.

Compensation of Key Management Personnel

Short-term benefits

Post-employment benefits
Termination benefits
Share-based payments

For the Three Months Ended
September 30
2017
2016
$ 17,086
$ 30,621

208

306
-

-

17,066

25,780


$ 34,360
$ 56,707
For the Three Months Ended
September 30
2017
2016
$ 17,086
$ 30,621

208

306
-

-

17,066

25,780


$ 34,360
$ 56,707
For the Nine Months Ended
September 30


2017
$ 17,086

208

-


17,066


$ 34,360
2017
2016
$ 61,177
$ 191,911
1,048

961
-

17,583

42,356

65,008

$ 104,581
$ 275,463

The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.

  • 52 -

Rental Expenses


VIA Technologies (China) Co.,
Ltd.
Other related parties


For the Three Months Ended
September 30
2017
2016


$ 6,031
$ -


1,047

-



$ 7,078
$ -
For the Three Months Ended
September 30
2017
2016


$ 6,031
$ -


1,047

-



$ 7,078
$ -
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30




2017
$ 6,031


1,047

$ 7,078




2017
$ 18,151


3,122

$ 21,273
2016
$ -

-
$ -

The Company leased offices, staff dormitory and meeting rooms owned by VIA Technologies (China) Co., Ltd. and a related party under an operating lease agreement, respectively. The rental payment is determined at the prevailing rates in the surrounding area.

Other Related-party Transactions

Other related parties provide selling and marketing service to the Company. The selling and marketing service expenses was NT$6,000 thousand and NT$6,397 thousand for the nine months ended September 30, 2017 and 2016, respectively.

34. PLEDGED ASSETS

As of September 30, 2017, December 31, 2016 and September 30, 2016, the time of deposits amounting to NT$152,111 thousand, NT$113,528 thousand and NT$97,830 thousand and were classified as other current financial assets were provided respectively as collateral for litigation.

35. COMMITMENTS, CONTINGENCIES AND SIGNIFICANT CONTRACTS

  • a. In April 2008, IPCom GMBH & CO., KG (“IPCom”) filed a multi-claim lawsuit against the Company with the District Court of Mannheim, Germany, alleging that the Company infringed IPCom’s patents. In November 2008, the Company filed declaratory judgment action for non-infringement and invalidity against three of IPCom’s patents with the Washington Court, District of Columbia.

In October 2010, IPCom filed a new complaint against the Company alleging patent infringement of patent owned by IPCom in District Court of Dusseldorf, Germany.

In June 2011, IPCom filed a new complaint against the Company alleging patent infringement of patent owned by IPCom with the High Court in London, the United Kingdom. In September 2011, the Company filed declaratory judgment action for non-infringement and invalidity in Milan, Italy. Legal proceedings in above-mentioned Courts in Germany and the United Kingdom are still ongoing. The Company implemented the alternative solution since 2012. The Company evaluated the lawsuits and considered the risk of patents-in-suits are low. Also, preliminary injunction and summary judgment against the alternative solution of the Company are very unlikely.

In March 2012, Washington Court granted on the Company’s summary judgment motion and ruled on non-infringement of two of patents-in-suit. As for the third patents-in-suit, the Washington Court has granted a stay on case pending appeal decision. In January 2014, the Court of Appeal for the Federal Circuit affirmed the Washington Court’s decision.

  • 53 -

In February 2017, the Court of appeal of the United Kingdom found the alternative solution of the Company did not infringed and only some old products without the alternative solution infringed the United Kingdom part of European patent No. 1841268 (EP ‘268 patent). The EP ‘268 patent was held to be valid by European Patent Office on July 18, 2017. The next hearing has not been scheduled by the Courts yet.

As of the date that the Board of Directors approved and authorized for issuing consolidated financial statements, there had been no critical Court decision been made, except for the above.

  • b. In December 2015, Koninklijke Philips N.V. (Philips) filed a lawsuit against the Company in the District Court of Mannheim, Germany, alleging infringement of certain Philips patents. In October 2016, the Mannheim Court found that certain smartphone products sold by Company in Germany infringed the German part of European patent No. 0888687 (EP ‘687 patent), which relates to device user interface, and granted an injunction against the Company. However, Philips has not enforced the injunction. In July 2017, the German Federal Patent Court found that EP ‘687 patent is invalid. The litigations between the Company and Philips are ongoing. In order to protect the interests of the Company, and its customers, the Company has appealed the Court’s decision.

As of the date that the Board of Directors approved and authorized for issuing consolidated financial statements, the appeals Court has not issued a ruling with respect to the EP ‘687 patent.

In October 2017, the court of appeal of the United Kingdom dismissed HTC’s appeal allegation that the rights we obtain by virtue of a covenant between Philips and Qualcomm extend to Philips’ patents covering HSPA technology. As such, the covenant does not provide HTC with a defense against the patent actions in suit relating to this technology. The technical hearings of the three patents in suit will now proceed as follows: EP (UK) 1440525 is scheduled for April 2018 whilst EP (UK) 1685659 and EP (UK) 1623511 are both scheduled for June 2018.

  • c. On the basis of its past experience and consultations with its legal counsel, the Company has measured the possible effects of the contingent lawsuits on its business and financial condition.

36. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The following information was aggregated by the foreign currencies other than functional currencies of the Company entities and the exchange rates between foreign currencies and respective functional currencies were disclosed. The significant assets and liabilities denominated in foreign currencies were as follows:

Financial assets
Monetary items
USD

EUR
JPY

RMB
Non-monetary items
USD
RMB
Investments accounted for
by the equity method
USD
RMB
September 30, 2017
Foreign
Currencies
Exchange
Rate
$ 1,555,373
30.30

57,663
35.73
5,008,616
0.2695

858,174
4.56

98,192
30.30
1,536
4.56
4,556
30.30
1,310
4.56
December 31, 2016
Foreign
Currencies
Exchange
Rate
$ 1,914,574
32.27

101,434
33.91
2,711,104
0.2756

1,208,051
4.62

84,259
32.27
167
4.62
16,111
32.27
2,500
4.62
September 30, 2016
Foreign
Currencies
Exchange
Rate
$ 1,905,132
31.36
110,617
35.08
2,883,335
0.3108
1,339,968
4.70
82,184
31.36
-
-
16,624
31.36
-
-
(Continued)
  • 54 -
Financial liabilities
Monetary items
USD

EUR
JPY

RMB
September 30, 2017
Foreign
Currencies
Exchange
Rate
$ 1,247,221
30.30

46,173
35.73
4,948,534
0.2695

200,759
4.56
December 31, 2016
Foreign
Currencies
Exchange
Rate
$ 1,445,356
32.27

93,533
33.91
6,745,333
0.2756

212,669
4.62
September 30, 2016
Foreign
Currencies
Exchange
Rate
$ 1,458,724
31.36
54,577
35.08
2,434,974
0.3108
228,996
4.70
(Concluded)

For the nine months ended September 30, 2017 and 2016, realized and unrealized net foreign exchange gains were NT$302,205 thousand and NT$190,379 thousand, respectively. It is impractical to disclose net foreign exchange gains or losses by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the group entities.

37. SIGNIFICANT CONTRACTS

The Company specializes in the research, design, manufacture and sale of smart mobile devices. To enhance the quality of its products and manufacturing technologies, the Company has patent agreements, as follows:

Contractor Term
January 1, 2015 - December 31, 2017

December 20, 2000 to the following
dates:
a. If the Company materially breaches
any agreement terms and fails to
take remedial action within 30 days
after Qualcomm’s issuance of a
written notice, the Company will be
prohibited from using Qualcomm’s
property or patents.

b. Any time when the Company is not
using any of Qualcomm’s
intellectual property, the Company
may terminate this agreement upon
60 days’ prior written notice to
Qualcomm.
January 1, 2014 - December 31, 2018
Description
Apple, Inc.

Qualcomm
Incorporated.


Nokia Corporation
The scope of this license covers both
the current and future patents held by
the parties as agreed upon and
specifically set forth in the
agreement, with payment based on
the agreement.
Authorization to use CDMA technology
to manufacture and sell units, royalty
payment based on agreement.
Patent and technology collaboration;
payment for use of implementation
patents based on agreement.
(Continued)
  • 55 -
Contractor
InterDigital
Technology
Corporation

Koninklijke Philips
Electronics N.V.

MOTOROLA, Inc.

Siemens
Aktiengesellschaft

IV International
Licensing
Netherlands, B.V.

Google Inc.
Term
December 31, 2003 to the expiry dates
of these patents stated in the
agreement.

January 5, 2004 to the expiry dates of
these patents stated in the agreement.

December 23, 2003 to the latest of the
following dates:
a. Expiry dates of patents stated in the
agreement.
b. Any time when the Company is not
using any of Motorola’s intellectual
properties.

July 2004 to the expiry dates of these
patents stated in the agreement.

November 2010 - June 2020

September 21, 2017 - Closing Date
**Description **
Authorization to use TDMA and
CDMA technologies; royalty
payment based on agreement.
GSM/DCS 1800/1900 patent license;
royalty payment based on agreement.
TDMA, NARROWBAND CDMA,
WIDEBAND CDMA or TD/CDMA
standards patent license or
technology; royalty payment based
on agreement.
Authorization to use GSM, GPRS or
EDGE patent license or technology;
royalty payment based on agreement.
Authorization to use wireless
technology; royalty payment based
on agreement.
Certain HTC employees whom are
already working with Google Inc. to
develop Pixel smartphones will join
Google Inc. HTC will receive
US$1.1 Billion in cash from Google
Inc. as part of the transaction.
Separately, Google Inc. will receive a
non-exclusive license for HTC
intellectual property.
(Concluded)

37. SEGMENT INFORMATION

The Company is organized and managed as a single reportable business segment. The Company’s operations are mainly in the research, design, manufacture and sale of smart mobile devices and the operating revenue is more than 90 percent of the total revenue.

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